Fairy Tales Meets Science Fiction 3 The End
by newbienovelistRD
Summary: Ben escapes to the world of Ever After for some rest and relaxation. And Dana tags along for the ride! But Ben and Dana are in for more than just a fairytale vacation...
1. Goodbye Bellwood, Hello Ever After

At Mr. Baumann's store, Ben had just finished pounding Fistrick, Liam, and Thunderpig for trying to rob the store.

The battle was intense. And Ben was tired physically and mentally, he had been going at his job as a hero non-stop for weeks.

So when Mr. Baumann began chewing Ben out for wrecking his store in the scuffle, the teen hero's mind was bending like a twig about to be snapped.

"Why must you always ruin my shop, Tennyson?! Are you a jinx or something?!"

Ben tightened his fists. "What's more important? Your shop or your life?"

"This shop is my life! And you always make a mess of it! One of these days I'm having you court martialed! Honestly, you call yourself a hero?! You need to change!"

Ben grabbed the storekeeper by his shirt collar and pulled him right up to Ben's nose. "And you need to stop acting cocky, fat man!" Ben shot back. "Last time I checked, you're not my boss!"

Rook, the Plumbers, even the criminals watched Tennyson in shock.

"It doesn't matter how much authority the Plumbers have over me, I still have a mind of my own. So I don't care about you or your stupid little shop!"

Mr. Baumann felt his heart stop. He saw the intensity in Ben's eyes. It was pure darkness.

"And if I ever get tired of working with the Plumbers or defending ingrates like you, I can just give up my title as a hero and hang up the Omnitrix for good. And I can only imagine what Earth would be like without my protection. What if the Incurseans returned to take over Earth? Or Vilgax trying to conquer the universe?"

Everyone in earshot listened to Ben's menacing words. He became a completely different person.

"The Plumbers are a bunch of dead weights while I'm the weapon that fights their battles for them." Ben said. "Without me, they'd all be dead in a coffin. So don't act all high and mighty, Baumann. You need to know your place, got it?!" He shoved the storekeeper and stormed away.

Rook watched his partner march off, shocked by what he had just heard.

"Man, Tennyson told him off." Liam said with a cluck as he and his fellow criminals were taken away.

"Come to think of it, Tennyson's right!" Thunderpig snorted. "He really does all the work!"

"Yeah, Tennyson's the real backbone of the Plumbers!"

"KEEP WALKING!" snapped an angry Plumber who shoved Fistrick in.

Rook saw the sour expressions on every Plumber's face. Ben's words really hit them hard. "Everyone, please do not be upset with Ben. He's been working too hard, that is all. I am sure he did not mean what he said. I will talk to him."

"You better, Rook." Magister Patteliday advised. "Cause if you don't, we will. And that kid will regret what he said and more."

Rook felt the pressure already. As he walked away, he thought of what he should do. He knew Ben was very stubborn and self-righteous, therefore it would take more than words to persuade him.

He thought about Rachel, Sasha and the Grant Mansion aliens. But they were at the Plumbers Academy as guest instructors until the original teachers recovered from battle.

So what was he to do?

It was already dark and Ben sighed as he walked down the empty sidewalk. "I need a break, but it's impossible for me in this universe..."

At that moment, Ben got an idea. "That's it!" With the Omnitrix, he became XLR8 and rushed off into the distance.

* * *

At Friedkin Univeristy, underneath the school, Ben Tennyson had become Ghostfreak, his Ectonurite alien and snuck into his cousin Gwen's underground hangout without being detected.

Alright, where is it?" Ben looked around the shelves of Gwen's magic collection and spotted what he wanted. A thick book with a golden lock.

"Bingo!"

Another Ectonurite popped up in front of Ben. "Bingo what?! Did you win a prize?!"

"AAAAH!" Ben screamed like a girl. "Dana?! What the heck, man?!"

Dana innocently giggled as she waved at her startled friend. Dana, an Ectonurite Ben and Rook befriended in the Null Void. She suffered from amnesia, all she could remember was the name she gave herself and that she could morph from alien to human.

Dana was also very air headed, much to Ben's annoyance.

"Hi, Ben! I was just in the neighborhood so I popped in to say hi!"

Ben scowled. "Yeah? Then why don't you pop in on someone else! I'm finally gonna catch a well needed break and I don't need any aliens messing it up for me!"

Dana looked at the book Ben was holding. "You mean came all the way down here just to read a book?"

"It's not just any book, Dana!" Ben said, waving a finger. "This book leads to the world of Ever After, a place where fairytales are real!"

Dana's one pink eye widened in amazement. "Shut up!"

Ben nodded. "Yep! It's a world that's also alien free! And it's just I need for a little peace of mind!"

"Can I come too?!" Dana squealed. "Pleasepleasepleasepleasepleasepleasepleaseplease-"

"OKAY! Okay!" Ben snapped. "But only if you promise to stick with me and stay out of trouble! Deal?"

"Deal!"

Ben knew he was gonna regret bringing Dana along. But he also knew that if he refused to take her along, Dana would be upset and blab about this to the others. Then Ben would have no vacation at all.

"What are you waiting for?! Open the book! I wanna meet Snow White!" Dana flew around Ben in excited circles. "Can we meet Snow White?! Can I get her autograph?! Ooh! Ooh! What about Cinderella?!"

Ben undid the lock and opened the book. The pages glowed a bright gold color and the boy and alien girl were sucked inside.

"WHOOOOOOOOOOOAAAA!" Ben and Dana wailed as they fell into the beautiful world of Ever After! Luckily, Dana grabbed Ben and they safely landed in the middle of a frightening looking forest.

"Wow! Is this where fairytales live?!" Dana wondered out loud. "Look at all the spooky trees and thick fog! It's awesome!"

"This must be the Dark Forest." Ben said. "This is where I met Cerise Hood and Maddie Hatter. Maybe they're hanging around here! Dana-"

Ben turned his head and Dana was nowhere to be seen.

Already exasperated, Ben rubbed his temples in an effort to keep his cool. "I can never catch a break no matter where I go." He marched on foot to find his Ectonurite friend.


	2. Ballerinas and Witches

Ben searched for Dana as himself. Dana couldn't have gotten far. Besides, he didn't know if any of his aliens could find an Ectonurite as kooky and unpredictable as Dana.

It was strange, Ben thought. He had only been in the Dark Forest for a few minutes, but it felt like he was walking for hours. It was so dark out and he didn't bring his phone. So who knows what time it was out here in Ever After?

"AAAAAAAAAAAAAAAAAAAAAAAH!"

Twi short kids with cotton candy colored hair and dressed in candy themed clothing came running down a dark path. It was Gus and Helga Crumb, Hansel and Gretel's children.

"DERE'S AN INVISIBLE MONSTER IN THE VOODS!" Gus Crumb screamed in his thick German accent.

"THE MONSTER VAS EATING MY HAIR!" Helga screeched. She shoved Ben aside. "OUT OF MY VAY!"

The terrified cousins ran right past Ben, who was sitting in the dirt thanks to Helga.

Ben growled as gen watched the pastel wearing kids run off. "Something tells me Dana's that way." He got up, brushed himself off, and marched to where they ran from.

Walking toward the end of the path, Ben finally came to a clearing where a gingerbread house stood tall and proud.

"Cool! A gingerbread house!" Ben said. "I could use a little snack." The teen ran up to the yummy looking house and was going to pick off a gumdrop from the window frame until Dana poked her head through the wall.

"BOO!" Dana shouted.

"AAAH!" Ben jumped back, then laughed with relief. "I had a feeling you'd be here, Dana."

Dana phased through the house with an armful of candy. "Ben! You have got to try this stuff!" Dana said with a mouthful of caramel candies. "This house is full of candy!"

Ben took a chocolate bar from Dana's arm. "Dana, did you scare those kids who were just here?"

Dana nodded. "Yeah. I saw this house made of candy I was totally blown away! When I went inside, I saw these kids with hair made of cotton candy! I LOVE cotton candy! So I tasted some of the girl's hair and well, it didn't taste so good..." She picked out a few strands of pink hair from her tongue.

Ben just laughed. "I can't believe you almost ate someone's hair!" Ben laughed so hard he held his gut.

Dana was pink with embarrassment.

Ben suddenly stopped laughing. "Wait a minute! You said you like cotton candy?!"

"Yeah! I LOVE cotton candy! It's light and sweet, just like me!" Dana paused, then blinked. "I just remembered that."

"Hey! That's good! You're starting to get your memory back!" Ben said.

"Yeah! You're right! I am getting my memory back!" Dana dropped her candy and grabbed Ben. Holding him tightly, she flew high above the trees and they saw the whole land. "This place is amazing! I want to see it all!"

Dana pointed to the welcoming looking forest right next to the Dark Forest. "Let's go over there!"

The eager Ectonurite flew Ben to the Enchanted Forest. Once Ben landed his feet on the fresh green grass, he took in the pleasant sights of the magical forest.

"The Enchanted Forest." Smiling, Ben laid down, closed his eyes, inhaled the fresh air, and let the warm sunshine embrace him. "Now this is more like it. Right, Dana?"

Silence.

"Dana?"

After more silence, Ben looked over and saw Dana had disappeared again.

"UUUUUGH! For crying out loud!" Ben got up and stormed off to find Dana again. "Why did I ever drag along that brain dead, ghost faced, good for nothing-"

But Ben paused his words when he went behind a bush and spotted Dana staring at something.

"Dana? Ben tapped her shoulder. "What's up?"

Dana just kept staring. Ben looked in her direction and saw a girl in a white tutu dancing gracefully on the water. As Ben watched, he became as mesmerized as Dana.

Whoever this girl was, she was the most magnificent dancer Ben and Dana have ever seen. To Ben, the girl in the tutu seemed awfully familiar.

It was none other than Duchess Swan, daughter of the Swan Princess from Swan Lake.

As the graceful girl danced, glowing bluish slime leaked into the lake. Incentives her foot touched the slimy substance, she stumbled and fell into the water.

"EEWWWW!" The girl gasped when she saw many different colored slime polluting the lake. Angered, she snapped her head in the direction the slime was coming from.

Ben and Dana saw the culprit. It was a girl with green skin and wore black. Black dress, black boots, black dress, black cape, and a black witch hat. She was washing out a small black cauldron. Beside her was a pile of filthy cauldrons.

"Whoa! A real witch!" an amazed Ben said below his breath. Sure, he's seen freaky looking wielders of magic like Hex and Charmcaster, but this was the kind of witch he's only seen in movies and Halloween specials.

"Hey, Wicca!" Duchess pulled herself out of the lake. "What do you think you're doing?!"

"I'm cleaning out my cauldrons. What's it look like?" the witch named Wicca replied.

"Yeah?! Well, you're mucking up my lake!" snapped Duchess.

Wicca showed the princess a nasty little smile. "Oh? Am I?"

Duchess clenched her teeth. "You're polluting my lake on purpose!"

The wicked witch shrugged. "I have no idea what you're talking about." she said in her most innocent voice.

Duchess wasn't the only one squawking in anger. Her pet swan Pirouette pulled herself out of the water, her feathers covered in sparkly pink slime. The angry bird honked at Wicca as she flapped her sticky wings.

"And call off your stupid water chicken." Wicca snipped.

"WATER CHICKEN?!" Duchess's feathers have reached peak ruffled. "You take that back!"

"Why don't you make me?"

Wicca and Duchess stood close to each other, glaring daggers into each other's eyes.

"You are SO pressing your luck, witch! One of these days, you are gonna get yours!" Duchess snapped.

"You don't scare me, Duchess." Wicca said. Her eyes glowed an unpleasant shade of green.

Before this could get ugly, Dana appeared and pulled them apart. "Whoa! Break it up, you two!"

Duchess shrieked. She fell backward while honking like an actual swan while Wicca jumped back in shock. "WHOA! What the heck are you?!"

Ben jumped out of the bushes. "Dana! What is wrong with you?! We were suppose to be hiding!"

Seeing Ben, Duchess got on her feet and sneered at the boy. "Oh, great. Look who it is. It's _you_." she said with much disgust. "The alien changeling freak boy. I should have known. I take it this is one of your weirdo alien friends?"

"Alien?! What are you blabbering about, Swan?!" Wicca said, completely confused.

Dana went up to Duchess and looked at her in awe. "I LOVED your dancing! You were amazing!"

The ballerina blinked. "Well, of course!" She tossed back her black and white ponytail. "I'm the best dancer in Ever After!"

"I wish I could dance like that!" Dana did a few twirls.

Ben suddenly got an idea. "Hey, Dana! Maybe this _charming_ lady can give you some dance lessons!"

"I don't think she has the legs for it." Duchess snorted.

"Yes, I do." Dana closed her eye and envisioned her human form. When she did, her white skin dissipated, her tail split apart and morphed into two legs. Black hair grew from her head.

Dana had switched to her human form.

Duchess and Wicca were visibly stunned. Once Duchess got over her shock, she blinked twice. "Okay...so she does have the legs for it."

"So does that mean you'll teach me, Duchess?!" Dana asked with much enthusiasm. "I want to be gorgeously graceful as you!"

Duchess isn't a mentor, but she can't resist a chance to show off her talents. And since she's not all that popular, she could use the company. "Well, since you're so desperate, I understand that you want to learn from the best. Just remember, I'm going to put you through the same harsh training as I do myself. Try not to hate me." she warned.

"Yes, Ma'am!"

"And don't think you're going to be a better dancer than me." Duchess warned again.

"Yes, Ma'am!" Dana was hardly fazed.

Impressed by her obedience, Duchess nodded and walked with Dana to the Red Shoes dance studio.

Ben chuckled to himself once they were gone. "The poor sap. Dana's gonna drive her crazy."

"So, you tricked your friend to be with Princess Featherbrain just to get her off your back?" asked Wicca.

"Um...well-"

The with grinned. "I respect that. Not bad, kid, I'm Wicca West. And you are?"

"Ben Tennyson, nice to meet ya." Ben and Wicca shook hands. "So, Wicca, once you're done cleaning your cauldrons, you wanna hang out?"

"No problem." Winna snapped her fingers and all of her cauldrons were sparkly clean. Then she pointed her finger towards Ever After High and they flew back to her dorm room.

Ben stared. "Why-"

"I was only cleaning them by hand just to mess up Duchess's pond." Wicca answered. "Now that my chores are done, let's hang out." She snapped her fingers and her magic broomstick was in her hand.

"Sweet! We're gonna fly on a broom!" Ben was very excited. "Ever After has the coolest stuff!"

Wicca and Ben got on the broomstick and flew high in the sky.


	3. Being A Wicked Friend

Ben felt good to be back at Ever After. He saw the glorious castle known as Ever After High. He thought about one of his most favorite friends there; Raven Queen.

Raven Queen was the most kind, most beautiful, and most sensible girl Ben has ever known. Too bad she's already got a boyfriend, Dexter Charming. Dexter was the luckiest prince in Ever After.

With her heart of gold and noble mind, no one would ever think Raven Queen was the daughter of the Evil Queen, the most wicked, diabolical, and heartless villain in fairytale history.

Thankfully, the Evil Queen was locked up in Mirror Prison.

"So, Ben. Where do you want to go?" asked Wicca.

Before Ben could answer, the young witch spotted a girl with pink hair pulled into two pigtails and zoomed down to the middle of the Village of Book End. "Hey, Ginger!" Wicca ran over to her friend and gave her a hug. "Got those treats ready for the Enchanted Charity event?"

"You bet! Everyone is gonna love my twinkling twizzlepops!" Ginger Breadhouse said. Ginger was the daughter of the Candy Witch, the infamous witch that almost cooked Hansel and Gretel. But Ginger is nothing like that. She just wanted to be a pastry chef with her own cooking show as she loves baking and sharing her treats with others.

The sweet-natured girl gasped seeing Ben Tennyson. "Oh my Grimm! Ben?! Is that you?!" She ran up to the teen hero and held him in a great big hug. "I can't believe you're here! Welcome back!"

Ben smiled. Ginger was still sweet as her pink hair and sparkly sprinkle dress. "It's good to be back! Those treats look pretty tasty!"

"Thanks! Maybe...maybe I can send some to Faybelle." Ginger suggested.

"Faybelle..." Wicca said with much disgust.

"Yeah! How's Faybelle doing?" Ben remebered Faybelle all too well. She was the daughter of the evil Dark Fairy, who cursed Sleeping Beauty to sleep for a hundred years.

Despite being a villain, she and Ben became good friends.

Ginger hesitated to answer Ben's question, but not Wicca.

"She got expelled." Wicca blurted out. "Good riddance."

"Expelled?!" Ben exclaimed.

"Yeah! Expelled! Dismissed! Sacked! Sent packing! Took a one way ticket to Bye-Bye Town!" Wicca said. "She was conspiring with the Evil Queen and almost destroyed me!"

Ginger sighed. "Yeah, Faybelle took her evilness too far. I always felt bad for her, she threw away our friendship for her wicked pride and now...she's gone."

"Like I said, good riddance." Wicca huffed.

Suddenly, a rather off-putting figure menaced towards Ben. She had messy green hair with twigs sticking out of it, Ben didn't want to know what else was lurking inside the tangled mess of green locks. She dressed almost exactly like Wicca. Black witch hat, a ratty black dress, and muddy black combat boots. Ben cringed seeing the wart below her chin. A wiry hair was sticking out of it.

This was obviously another witch. But the way she was grinning evilly Ben, he feared this was a bad witch.

"So you're Ben Tennyson." The Candy Witch eyed Ben tastefully. "My, don't you look sweet and crunchy..."

Ben flinched and took a step back.

"No! No! It's okay, Ben! She was just kidding!" Ginger said honestly. "It's just a little joke she makes!" She sighed before making an introduction. "Ben, this is my mother, the Candy Witch."

"Your mother?!" Ben exclaimed. He was shocked. This woman was the polar opposite of Ginger! If Ginger hadn't told him this was her mother, he never would have known they were related in any way.

"Yes, my mother. And she doesn't eat people!"

The Candy Witch cackled. "She's right. Besides, I would never eat a friend of Ginger's." She reached into her picnic basket and took out a cookie with what appeared to be fuzz on it. "Would you like a cookie, son?"

Ben felt his nostrils burning. A very unpleasant smell came from that cookie. "No thanks..."

"Ohmygoshohmygoshohmygosh! The Candy Witch!" Wicca was fangirling out. "I can't believe I'm actually meeting the Candy Witch! I am such a huge fan of your work!" She took out her phone. "Can we take a picture?! Is that okay?!"

"Of course!" The Candy Witch happily took a selfie with Wicca. "It's always a pleasure to meet a fellow witch! You're the Wicked Witch of the West's daughter, aren't you?"

Wicca nodded.

"I thought so! Your look just like her! Your mother was a real terror back in the day!" said the Candy Witch. "She was scaring people half to death and made others miserable! A true scholar in evil! I just know you'll be just like her! Maybe even better!"

Wicca smiled with pride. One of her all time favorite villains was praising her!

"Okay..." Ben said slowly. "So, Ginger. How are you?"

"As Blondie would say, everything's just right! My treats are becoming a big hit! Once I graduate, my cooking show Spells Kitchen will take off for sure!" Ginger's smile was big and perfectly dimpled as Apple White's.

The Candy Witch leaned towards Wicca. "There she's goes with that cooking show talk again..." she muttered.

"I know." Wicca's said with a look of understanding. "It's bad enough she's seeing that Hopper loser-"

"Hopper is not an loser!" Ginger said sharply.

"Yeah, he is." Wicca said. "Ginger, you could do so much better. A girl of your style and natural born cooking skills should never settle for anything less than the perfect man."

"But he is the perfect man!" Ginger retorted.

"Perfect?! Ging, when Hopper gets tongue-tied, he turns into a frog, that's the only time he actually has the guts and skills to talk properly to girls. And he doesn't even like you. He's crushing on Briar Beauty and she doesn't like him, but Hopper still goes after her anyway! He's just not the one for you."

Ben cut in before Ginger could reply again. "Excuse me, this girl talk is very interesting but I thought you said we were gonna do something fun!"

Wicca blinked. "Oh...right." She and Ben started to walk off, but not before giving Ginger a last word in. "Give up on him while you can, Ginger!"

"Why don't you give up on making me give up?" Ginger called out. "Hopper will know my true feelings and he will accept them! I just know it!"

Wicca sighed as she and Ben kept walking away. "Unbelievable."

"So, who exactly is this Hopper guy?" asked Ben.

"His name is Hopper Croakington III, the Frog Prince's son and one of the biggest losers at Ever After High." Just as Wicca was about to rant on about how big a loser Hopper is, she spotted said prince in question sitting on a park bench fawning over a picture of Briar in a frame shaped like a heart.

"Oh, Briar. What I wouldn't give to kiss a gal like you!" Hopper gave the picture a big smooch.

Wicca scowled. "Just look at him...falling over himself for the wrong girl. There's no way Ginger, my own friend, could love someone so dense! I just can't let him go like this!"

"Whoa! What are you gonna do?!" Ben was worried. Who knew what this crazy wicked witch was going to do to that prince?!

"I'm gonna do something about it! Since Ginger is determined to be with Hopper, I have to make him acknowledge her affections! And the only way to do that is..." Wicca grabbed Ben's arm and dashed to the farthest end of a dark, empty alleyway.

"Hold on a sec! What exactly are you up to?!" Ben demanded for the answer.

"Helping a friend." Wicca said, her expression serious. Ben was caught off guard by her response.

Wicca closed her eyes and held her hands out. Green magic began to swirl around her.

 _To lie and deceit, let's make a switch._

 _Remove the image of this wicked witch._

 _Rearrange, redress, and change completely._

 _Change me into the image of Briar Beauty!_

Wicca's body was bathed in green light as Ben shielded his eyes from the flash. When he opened his eyes, standing in front of him appeared to be Briar Beauty, daughter of Sleeping Beauty.

"Whoa..." Ben breathed in awe.

Wicca smiled as she admired the success of her spell. She looked exactly like Briar. From her crown sunglasses to her hair, all the way down to her pink stilettos. She even had her magenta nail polish!

"Okay, here's the plan, Handsome." said Wicca. Her voice even sounded like Briar's. "You keep watch while I talk to Hopper. If you see the real Briar, keep her far away from us as possible. It'll throw off my plan."

Ben nodded. He wasn't sure why he was helping her out, maybe because he knew Wicca is only trying to help Ginger with her love life.

Wicca checked to see if Briar was around. Nope, she wasn't. So Wicca walked out of the alley and strode over to Hopper.

"Hey, Hopper."

Hopper leaped out of his seat. "B-B-Briar?!" He dropped his beloved photo of his crush. Wicca scooped up the picture and stared at it.

"So, you keep a photo of me, huh?"

Hopper's cheeks turned the same shade of red as his coat. "Y-Yeah..." He bashfully rubbed the back of his head.

"So, you like me, huh?" The fake Briar smiled.

Before Hopper could respond, Wicca threw the picture hard and smashed it on the pavement.

Hopper looked horrified. He saw the contempt look on 'Briar's' face. "Too bad I don't like you." she said coldly.

The young prince felt like the sharpest arrow pierced right into his heart. He saw the icy coldness in Briar's eyes. "Listen, Hopper. I wouldn't go out with you if you were the last boy on Earth! You don't deserve me and you never will. I can't imagine myself being seen with a loser like you. So do yourself a favor and start seeing someone else. You're just pathetic." She tosssed her long brown hair and left.

Hopper's heart broke into pieces. He collapsed on his knees, tears began to form.

"Hopper?! Hopper! Are you okay?!"

The heartbroken prince looked up and saw Ginger running to him. She offered a kind hand. "What happened?!"

Hopper took her hand and sniffled. Ginger comforted him as they walked to the park bench and took a seat. Hopper began to tell her everything.

Wicca and Ben returned to the dark alley. She undid the disguise spell and became her green, witchy self. "Nice idea bringing Ginger over to Hopper!"

Ben shrugged. "Sure! After a heartbreak like that, Hopper could use a girl to cry on."

"We make a pretty good team." Wicca offered her fist. Ben gladly gave her a fist bump. She snapped her fingers and her broomstick appeared in her hand. "So, partner. Where to next?"

"Wherever the broomstick takes us!" Ben said.

Wicca cackled. "Right on, brother! That's what I like to hear!" She and Ben hopped on the broomstick and flew off.


	4. Hatter Matter

At the Red Shoes dance studio, Duchess was teaching the ballet basics to Dana.

Dana traded in her regular clothes for a magenta ballet dress with a slightly tattered light pink skirt that had a purple spiderweb design and was torn at skirt. Her hair was pulled into a ponytail with her pink headband. She even wore pale rose leggings and light purple ballerina slippers.

It's been an hour since she started teaching and Dana was already doing great. Her poise and grace were spot on, her moves were excellent, and her expressions were serene and soulful as she danced.

"Wow. You're a fast learner." Duchess said.

Dana smiled as she twirled. "I owe it to you. You're a great teacher, Duchess!"

"Well, it's good to know people who show gratitude." Duchess clapped her hand she twice. "Let's take a break."

Duchess and Dana took their break on a bench outside the studio. They sipped their water bottles and enjoyed the fresh air.

"So, what exactly is your story?" asked Duchess. "You're a girl that can turn into a ghost?"

"Well, actually, I'm not sure what my story is exactly." Dana answered. "I'm a ghost-like alien called an Ectonurite...I can turn into a human...and...that's it."

"That's it?"

"Yeah, I have amnesia. Can't remember a thing." Dana shrugged. "But so far, even without my memory, I'm having a lot of fun! I met Ben, made a lot of friends, what could be nicer?"

"If you say so." Duchess said.

A moment of silence.

"So...what fairytale are your from, Duchess?"

Duchess angrily turned her head in Dana's direction. "Seriously?! I am the next Swan Princess from Swan Lake!"

Dana blinked twice. "Swan Lake? I didn't know that was a fairytale."

"Are you kidding me?!" Duchess stood up. "It IS a fairytale! It's a ballet where I'm cursed into a swan's body by an evil wizard. Then my Prince Charming falls in love with me and promises to break the spell."

"Oh! And then you live Happily Ever After," Dana said. "Cool!"

The bitter ballerina kept frowning. "Actually, he gets tricked into falling in love with the wizard's daughter, the Black Swan. The prince realizes his mistake, but it's too late. The evil wizard forces him to keep his word. And then in the end I'm forced to spend the rest of my life as a permanent swan just like my mom!"

Enraged by her cursed fate, Duchess balled her hands into fists. "IT'S JUST NOT FAIR!" She kicked the bench then howled in pain, hopping on one leg while holding her sore foot.

"Whoa! Whoa! Easy there, Duchess!" Dana helped her friend sit back down. "Look, if you don't wanna be a bird for the rest of your life, then don't."

"Yeah? Well, I don't have a choice." Duchess snipped. "I'm a royal. And royals have to follow tradition and honor their stories." She looked at Dana, hoping for a response.

But Dana just stared.

"What?"

Dana reached out and plucked something from Duchess's hair. "You've got a feather stuck in your hair." She showed her the white feather.

"Yeah, it happens. Comes with my story." Duchess took the feather and flicked it aside.

A pause.

"Wanna get a hocus latte?" asked Duchess.

Dana smiled. "Sure! Whatever that is!"

* * *

Meanwhile, Ben and Wicca arrived at the Wonderland Haberdashery and Tea Shop. Seeing the topsy, turny atmosphere, Ben was so happy to be back here.

Wicca went up to the desk. "Hello! Maddie? Is my new hat ready?"

A girl with turquoise and dark magenta streaked hair popped out from behind the counter. "Hip hip hooray! Hat-tastic to see you today, Wicca!" She gasped seeing Ben. "BEN!" Maddie bounced off the counter and laughed like a mad hatter as she tackled Ben with a hug.

"Whoa! Maddie!" Ben grunted out as he was on the floor, squeezed by Maddie's hug. "Great to see you!" he wheezed.

"I had no idea you were coming today, Ben! What a splendoriffic surprise!" Maddie helped Ben up. "Are you here to pick up a hat?"

Ben blinked. "Uh, no."

Wicca raised a green hand. "Just me, Maddie."

"Hmmm..." Maddie tapped her chin. "This just won't do! I have a hat, Wicca has a hat, but Ben doesn't have a hat!" She snapped her fingers. "We need to fix that!"

Faster that you can say 'tea time', Maddie reached into her hat and pulled out two boxes. She gave Wicca and Ben a box.

"Sweet!" Wicca opened the box and took out a wide brimmed witch hat with a crooked point and decorated with little white skulls. "Another masterpiece! Thanks, Maddie!"

Maddie tipped her teacup hat. "Anything for my favorite customer!"

Ben stared at his hat. It was a dark green top that that was three times the size of his head with a purple polka dotted band tied in a bow. "Uh...I don't know what to say."

"Try it on, Ben!" Maddie said. "It's a good one!" She reached into her hat and pulled out a full length mirror.

"Why not?" Ben went up to the mirror and put on the hat. As he gazed at his own reflection, Ben saw his eyes turn blue and slitted like a cat's!

Ben watched in confused horror as his mouth turned into a twisted smile. "Meow!"

"AAAAAH!" Ben fell backward and landed on his behind.

A sneaky chuckle was heard and a girl materialized before Ben. A girl with lavender hair pulled into two curly pigtails and had the same cat-like eyes.

"Long time no see, Ben." said Kitty Cheshire, daughter of the always tricky Cheshire Cat. "I missed you."

"Kitty!?" Ben stood up. He felt nervous seeing Kitty again. He had a pretty good feeling Kitty had a crush on him. Although Ben thought Kitty was cute, he also knew he had to be wary around her.

Kitty grinned her trademark Cheshire smile. "Still nervous about me, my little mouse?" She tickled Ben under the chin.

Ben started to chuckle until he backed away and glared at her. "I am not your little mouse!" But Kitty could see the faint blush in Ben's cheeks.

"Wow! So you and Kitty are a thing, Ben?" said Wicca.

"We are not!" Ben replied quickly.

"For now." Kitty said, winking in Ben's direction. "Then again, who knows?"

Before Ben could say something, Wicca and Kitty started chatting. "So, Kitty, any chaos today?"

Kitty shrugged. "Hmm, not much. Just put some itching powder in Daring's armor and poured grape juice in Holly's hair."

"Pretty good, Kitty!" Wicca and Kitty shared at high five.

"What's so good about that?" asked Ben.

"Relax, Ben. It's the good kind of bad. Not the bad kind." Wicca said.

"Yeah. Nothing wrong with a little chaos." Kitty said. "It's a Cheshire thing."

"And a wicked witch thing." Wicca added.

Ben turned to Maddie, who smiled. "Don't worry about it, Ben. It's only a natural a Cheshire and a wicked witch becomes best fiends." She took a sip of her mint milk tea.

Sighing, Ben accepted this fact. It did make sense when he thought about it. A bad witch and a sneaky Cheshire, it truly was a perfect duo.


	5. Azmuth In A Jam

Back at Bellwood, Rook and the Plumbers were doing everything in their power to find Ben.

Ben's grandfather Max Tennyson tried to locate Ben by tracing the Omnitrix's signal, but came up with no results.

"Where could he be?" a nervous Max wondered out loud. "Ben really knows how to worry me..."

Magister Patelliday patted Max on the shoulder. "Don't sweat it, Max. He'll turn up soon enough. That kid may have the Omnitrix up his sleeve, but he ain't all that smart to make a clean getaway."

His comment made Max turn to the fish-like alien. More aliens began adding their own comments about Ben.

"Yeah, Tennyson's not the brightest bulb in the box." said the mole-like alien Jerry from inhuman resources.

"And he's not exactly the smoothest Plumber either." Molly Gunther added. "He always wrecks Baumann's store and that crazy Pakmar's businesses! That kid causes more damage than there are stars in the sky!"

A Plumber sighed, shaking his head. "You think the little squirt would know better by now."

"Sure, he's got the Omnitrix and his dumb luck to back him up but it wouldn't hurt for him to grow a brain."

"SHUT YOUR MOUTHS!" Max yelled. "ALL OF YOU!"

Everyone followed orders and shut their mouths.

"You know what? This is exactly why Ben ran away in the first place!" snapped Max. "Because you all look your noses downs on him after all he's done for us!"

"Magister Tennyson is right." Rook said as he marched inside. He heard everything. "Sure, Ben is stupid, clumsy, self-righteous and lunk-headed. But despite all that, he manages to overcome any obstacle and save the sorry, ungrateful butts of everyone in this base and the people of Earth! The least we owe him is our respect!"

The Plumbers felt terrible. Rook was absolutely right and no one denied it.

And who knew the normally polite Rook Blonko could speak in such a vulgar tone.

"Now pull yourselves together, everyone!" Rook announced. "We have a hero to find!"

"Hold it, Blonko." said a cool, raspy voice.

Everyone saw Kevin Levin and Gwen Tennyson walk in.

"Kevin! Gwen!" Max rushed to the two teenagers. "What are you two doing here?"

"To make you call off the search party." Gwen took out her phone and pulled up a video of Ben's outburst at Baumann's store. "It's all over the Internet and Extranet. And a lot of people are going nuts over it. With all this chaos and the mental strain of being a hero, Ben needs some space."

"Tennyson's been working hard to the point where he officially snapped. So wherever he is, let him cool his head off there." Kevin advised. "If we do find him, the chances are he'll just bite our heads off for bugging him."

"But what if he never returns?!" Rook said. "What if Ben has quit being a hero?!"

"Rook, Ben won't quit being a hero." Gwen said. "He may talk a big game, but he's soft as a melted marshmallow."

"Yeah, Tennyson's a hero whether he wants to be or not." said Kevin. "Once there's an end of the world crisis going on, he'll just come running back to Bellwood with his tail tucked between his legs."

Rook blinked in confusion. "Ben has a tail?!"

"It's an expression, Rook." Max said. "And you kids are right. Ben just needs time to himself."

* * *

Back at the Mad Hatter's Tea Shop, Ben, Maddie, Wicca, and Kitty were wearing outrageous hats and enjoying a delightful Wonderlandish tea party.

Ben raised his tea cup with his pinkie sticking out. "Excuse me, my good Maddie. May I have a spot of tea?" he asked in a thick English accent.

"Why, certainly." Maddie snapped her fingers and a floating tea kettle whizzed by and poured tea in Ben's glass.

Wicca cackled. "I love your tea party accent, Ben! Where'd you learn to talk like that?"

"Oh, well, I sometimes fight these guys called the Forever Knights and they have the same tea and crumpets talk. So I practice it to make fun of them. It's a riot back home!"

Everyone laughed. Ben couldn't remember the last time he laughed in the company of good people. For the past few weeks, Rachel, Sasha, and all the aliens of the Grant Mansion have been too busy for Ben to give the support or comfort when he needed it.

So he was extremely happy to have his Ever After High friends be there for him when no one else would.

Ben kicked his feet up and rested them on the table. At a normal tea party, such a thing would be forbidden. But this was a Wonderland Tea Party, and anything goes at a Wonderland Tea Party.

"This is the life," Ben sighed. He was just about to take a another sip of his fairyberry tea until a voice all too familiar made him freeze.

"Enjoying your little tea party, Ben?"

Ben looked down and saw Azmuth looking up at him. And he didn't look happy.

"Whoa!" Wicca almost spilled her tea. "What's with the talking frog?! Is it a relative of Hopper's?"

Maddie giggled. "No! This little dormouse is the one who built Ben's magic watch that makes him transform into aliens!" She reached for Azmuth to give him a hug, but the small alien jumped away.

"I am not a dormouse! And the Omnitrix is NOT magic!" He shook his head. "Humans..."

Ben smacked his hands on the table. "How the heck did you find me, Azmuth?! This place is suppose to be alien free! I made sure that no one would find me here!"

"Oh, yes. You did." Azmuth crossed his tiny arms. "You disabled the Omnitrix's signal so nobody can find you. So, acting on a hunch, I teleported myself to this word knowing it's the one place you would be free from your responsibilities as a hero, and low and behold, here you are."

"Well, why are you even here?!" Ben said angrily. "Shouldn't you be working on a big Galvan project or something?"

Azmuth gave the boy a cold, hard stare. "Ben, I just heard something very interesting through the grapevine." He took out a small round device and pressed the button in the middle. A holographic scene of Ben's outburst at Mr. Baumann's store was played.

When the scene was over, Azmuth looked very upset. "Ben, that could have been the worst thing you ever said. Claiming yourself to be a weapon, is that what you think the Omnitrix is for?! To be used as a weapon?!"

"No! But it sure seems that way! Ever since I found this stupid watch of yours, it's like I put on a big fat bullseye on me! Aliens and bad guys have been targeting me, trying to kill me, so I had no choice but to use this thing to defend myself! It's a never-ending nightmare! Especially when the people I protect don't care about me saving their miserable little lives! Well, I've had it! Let them take care of themselves! I'm taking a nice long vacation!"

But Azmuth wouldn't accept it. "Ben, this has gone too far. You're coming with me right-"

 **POOF!**

A cloud of green smoke billowed around Azmuth. When it cleared, he had mouse ears, a mouse nose, mouse tail, and grey fur. He was turned into a mouse!

Wicca sneered, her green finger pointing at Azmuth. "That's enough of that."

"Y-You turned Azmuth into a mouse!?" Ben gasped.

"Well, I was trying to turn him into a real frog, but I got a mouse instead. I need to work on my transformation spells."

"That's fine!" Kitty snatched Azmuth by the tail and held him up. Azmuth gasped seeing the twinkle in Kitty's catlike eyes.

Kitty grabbed a half empty jar of fairyberry jam and placed Azmuth the mouse inside. "I've always wanted to have my own pet mouse." She giggled as she twisted the lid shut on the jar.

"Ben! Don't just sit there! Do something!" Azmuth yelled. "This is madness!"

Kitty laughed. "Why, yes it is!"

"We're ALL mad!" Maddie said as she jumped on the table and twirled on her toes.

"Ain't no shame in that, pipsqueak!" Wicca cackled like a true witch. "Who are you to boss Ben around? He deserves a break. Right, Ben?"

Ben paused to think about this. It was a very brief pause.

The teenage boy smiled. "You said it!" He tossed his arms in the air. "Let's get mad, people!"

"YAAAAAAAAAAAAAY!"

Azmuth could only look on in shock, unable to comprehend this level of insanity. He was turned into a mouse by a witch, held captive in a jam jar by a cat-like human, and Ben Tennyson was doing nothing to help him.


	6. If The Dress Fits

Kitty smiled to herself as she took Azmuth the mouse to her dorm room. The Galvan turned rodent was a bit taken back by the strange atmosphere of the room. One side of the room, there were hats, teacups, and even a tea themed canopy bed! This was obviously Maddie's side of the room.

Kitty's half of the room was all in purple. The bed, drapes, and silk sheets that hung around the room were all different shades of purple. There was a sturdy tree branch where Kitty liked to take her cat naps.

"I have the purrfect place for you to stay." Kitty purred. She placed Azmuth in a small cage on her desk. He was still covered in fairyberry jam.

In the corner of the room, Azmuth spotted a tall cat tower with three oddly colored cats sleeping in the tower's three beds. They all had lavender fur and dark purple stripes, they even had the same blue eyes as Kitty.

"Be sure to keep an eye on our new friend, my little darlings." Kitty said.

Azmuth looked back at Kitty. The catty girl waved goodbye as she disappeared.

"I don't believe this!" Azmuth couldn't teleport himself away. That witch made his teleport device disappear when he transformed into this rodent form.

And right now, Azmuth had to outsmart and escape three cats that were eyeing him very carefully...

* * *

In the Castleteria kitchen, Hagatha the lunch lady was stirring a pot of foul smelling soup with dead fish heads poking out of it.

Suddenly, Dana popped out of the pot and cackled at Hagatha.

"AAAAAAAAAAHHHHHH!" Hagatha screamed and fell over in a dead faint.

Dana smiled. "Thank you for that satisfying reaction." She hovered over to a window and opened it. "Okay, Duchess! The coast is clear!"

Duchess flew in through the window by swan form and transformed to herself once her feet touched the dirty floor. She looked down her thin nose seeing the amount of dirt and grime on the floor.

The princess took out her mirrorphone and started taking pictures of everything unsanitary in the kitchen. Crusty dishes floating in murky sink water, countertops that haven't been wiped down in who knows how long, she even managed to snap some photos of stray cockroaches crawling around.

"I knew this kitchen was a dump!" Duchess said in her know-it-all voice. "No wonder Hagatha's food tastes like ogre sweat! Once Headmaster Grimm sees this, he's gonna fire Hagatha and hire a real chef to cook for us!"

"For real! I'm an alien ghost and this place gives me the creeps!" Dana said.

Duchess pointed to the back of the huge kitchen. "See what you can find in the cupboards."

"On it!" With a thumbs up, Dana flew to the cupboard in the far back. She phased her head through it to see inside. "WHOA, MAMA!"

"What is it?!" Duchess rushed to Dana with her camera ready. "Is that where she keeps her pet toads?!"

Dana pulled her head out and turned to Duchess, her eye wide with astonishment. "You have GOT to see this!" She opened the cupboard and inside was a black metal slide that lead into darkness.

"A secret passageway!?" Duchess was shocked. She knew Ever After High was an old castle, but she never knew anything about secret passageways!

"Let's check it out!" Dana jumped headfirst down the slide. "Woo-hooooo!"

Duchess stared into the inky blackness below. She felt a chill, a chill that told her not to jump in. But something inside Duchess made her want to go inside.

The princess crawled into the cupboard, sat down being mindful of her dress, and slid straight down.

"WHOOOOOOOA!"

Duchess felt like feathers were tickling her stomach on the inside as she fell. Straight down, then rise and another drop.

Finally, Duchess fell feet first into what appeared to be a dungeon. And a very large dungeon at that.

"Wow! Nice place!" Dana said, admiring the doom and gloom room. "It gives me the good kind of creeps! Whoa! Is that a cauldron filled with lava?!"

"It is. We're in the cauldron room." Duchess said. "This is where we have General Villany class. The molten lava in that cauldron heats up the whole school.

Dana would have said something about how awesome it is having a cauldron warm up a castle, but she was too busy staring at the chained iron coffin that stood upright in the corner of the room.

"What's that?" Dana pointed to said coffin.

Duchess felt mother goose-bumps creep up her arms. "I-It looks like a...c-c-coffin" She was so scared she let out a honk. "You don't think Mr. Badwolf..."

An eerie pause.

Duchess shook her head. "No way. No one's that bad. Not even him. But what could be inside?"

"I'll take a look." Dana phased her head through the coffin door and gasped so loud, Duchess could hear it clear as her diamond earrings.

"What is it?! A bloody skeleton?! A nest of spiders?!" Duchess squeaked.

Dana poked her head out. "It's a dress!"

"A dress?" said a dumbfounded Duchess.

"Yeah! And a really nice dress too! You should try it on!" the Ectonurite suggested.

Duchess scoffed. "Me?"

"Yeah! You'll look even more beautiful than before! If that's even possible!" Dana said with the upmost honesty.

"You...you think so?" Duchess stroked her hair, her cheeks pink. She wasn't used to being called beautiful. Every time she worked her fingers to the bone looking pretty for the school princes, they all walked past her like she was made of air.

Maybe whatever dress was inside that coffin might give her the attention she's always craved.

"Alright. But how do we even open this crate?" Duchess picked at the heavy chain with her fingernail.

Dana unsheathed her sharp claws. "Leave it to me." She slashed through the chains like they were made of soft butter.

When the coffin door swung open, the girls' eyes grew with awe, amaze, and wonder.

Inside was a wire dummy, on it was the most wicked dress Duchess ever saw in her life. It was black that reflected silver tones with hints of purple, the bodice was built like battle armor, the skirts were wide and imposing. Dagger-like spikes jutted from the elbows and the shoulders were spiked.

Without a moment of hesitation, Duchess put on the dress. It felt like she was transforming as she tried it on. Not the 'transforming into a swan' kind of transforming. But a whole new transformation she never thought she would feel.

She felt powerful.

When Duchess had it on, the dress didn't hang loose or was tight to the point where she couldn't breathe.

It fit her like a glove, just like the black gloves that fit like a glove.

The dress was a perfect fit on Duchess. Absolutely perfect.

"Girl, you look fabulous!" Dana gleamed. "There's a vanity over there! You can do your makeup!"

Duchess glided over to the silver vanity and took a seat. Using the makeup in the tarnished silver cases, she darkened her eyelids with black eyeshadow, drew on menacing blood red lips, and sculpted her already dark brows with black.

Duchess smiled at her own reflection. It's like she became a different person. She was no longer Duchess Swan, the second tier princess with a lousy ending to her story.

Whoever this girl in the mirror was, Duchess wanted to stay like her forever.

Even Dana was completely speechless.

"ALRIGHT! Who's down here?!" A goblin janitor stormed into the dim room. He opened his mouth to scream some more, but when Duchess turned, he choked back his words and bowed so hard his forehead slammed against the stone floor.

"Your Majesty!" he rasped out.

One by one, more goblins arrived and they all bowed down before Duchess.

"Your Majesty!"

"Oh, great one!"

"We are not worthy!"

Duchess blinked. "Huh? I mean, yeah! That's right! About time I'm getting some royal respect!"

"Hey, Duchess! There's something written on the back here!" Dana saw the inscription carved on the back of the metal coffin. "It says, 'Property of The Evil Queen.'"

"The Evil Queen?!" Duchess couldn't believe her ears! This dress belonged to the Evil Queen?! These goblins thought Duchess was the Evil Queen?!

Well, Duchess did look positively evil. And in her opinion, goblins were pretty low on brains. So it made sense why these goofy goblins would mistake this striking Swan Princess for the Evil Queen.

"Do my bidding, goblins!" Duchess ordered, pointing her black gloved finger at the creatures.

"Yes, your wickedness!" said the goblins, their faces against the floor.

Duchess smiled to herself. "This could work for me."

"What do you mean?" asked Dana. "The dress?"

"Not the dress!" Duchess snipped. She snapped her fingers. "Slaves! Give me some privacy to change into my disguise!"

"Yes, your Majesty!" All the goblins swiftly left the room.

"Duchess, what's going on?!" Dana asked as Duchess got out of the dress and changed into her white tutu dress.

"Don't you see? Those goblins think I'm the Evil Queen and they'll obey my every command! I have my own personal servants!" Duchess carefully folded the dress and tucked it in the crook of her arm.

"So, you're actually going along with tricking these guys?! Are you sure that's a good idea?! What if they find out the truth?!"

Duchess waved her hand at Dana's worries. "Relax, I've got it covered. I know what I'm doing."

Duchess and Dana left the cauldron room. The small crowd of goblins marveled at Duchess's 'disguise'.

"Brilliant disguise, you Evilness!" said the janitor goblin. "No one will ever recognize you!"

"Of course they won't." Duchess said. "Now, goblins. You will do whatever I say, got it?"

"Got it!"

"And call me by my alias, Duchess Swan." Duchess ordered. "And don't mention any of this to anyone so no one will be suspicious."

"What a brilliant plan! Yes, your Majesty! Our lips are sealed!"

"Excellent." Duchess and Dana exited the room and walked down the hall.

"So...now that you have your own servants, what's next?" asked Dana.

"What's next is that I'm taking this dress in to make some alterations. I mean, spikes, daggers and metal platting? I don't think so! I'm not going to battle!"


	7. Ever After Friends

Ben and Wicca left the Mad Hatter's shop waving goodbye to Maddie.

"See you later, Maddie!" Ben called out.

"Thanks for the new hat!" Wicca thanked.

"Later, crocogaters!" Maddie sang out before back-flipping into her father's tea shop.

Ben chuckled. "Maddie sure is something."

"Yeah, she's great. She's a friend to everyone, even villains." Wicca said. "She even became besties with Raven Queen. From what Maddie told me, Raven didn't have a single friend until Maddie showed up a couple of years ago."

"You're kidding!"

"I'm not! Raven was always alone and even picked on just because she was the Evil Queen's daughter! I can't imagine how tough things have been for Raven, being isolated and treated like trash by everyone-"

Wicca suddenly stopped. Her red lips curled into a repulsed sneer. "And speaking of trash..."

Ben looked over and saw Apple White, the flawless daughter of Snow White walking down the sidewalk with a crowd of awestruck boys following her with flowers and baskets of shiny red apples.

The wicked witch's eyes flashed. "Disgusting..."

"What?! You think Apple's disgusting?!" Ben said.

"I don't think. I know." Wicca replied harshly. "She walks around thinking she's so perfect, but she's so _not_." She narrowed her emerald green eyes. "And since Raven isn't going to be evil to her own nemesis, it's up to me to knock Apple down a few pegs. So, if you'll excuse me, I have a princess to derail."

Wicca marched herself right in the middle of Apple's path. "Well, well. If it isn't Snow Blonde." they witch sneered. "I'm surprised your hair glare didn't blind your little fan club."

"Hey, back off, Wicca!" said an Apple fanboy.

"Leave her alone!"

"Just hop on your broomstick and take off!"

Being the kind, peace-loving princess she is, Apple tried to defuse the situation. "Now, now. It's okay, you guys. I like my blonde hair! And who knows? It'll probably turn black like it should be once my story begins!"

Wicca rolled her eyes. "Are you sure about that? That hair is so blonde, my eyes are burning just looking at it."

Apple winced as if her words stung her like a bee. When the boys tried to push Wicca away, Wicca threw her hands up and swung them down, creating a magic blast that flung the boys off their feet.

Apple gasped, frozen with fear as Wicca approached her. "Y'know, you're still a helpless little damsel, Apple. So don't go around acting like you're hot stuff, got it?" She flicked Apple right in the middle of her forehead.

Ben was about to chew out Wicca for bullying Apple when he a familiar voice.

"No way! Ben! Is that you?!"

Hearing that voice, Ben's face glowed with pure joy. "Raven!" Ben rushed to the kind girl and threw his arms around her in a hug.

Raven Queen laughed as she returned the hug. "Long time no see, Ben! I can't believe you're here! This day just gets better and better!"

"Really? What happened, Raven?" asked Wicca.

"Get this! Sparrow was suppose to perform for the school's Enchanted Charity event with his band the Merry Men. But Sparrow couldn't perform and Headmaster Grimm said I can take his place!"

"Really?! That's amazing, Raven! Congratulations!" Apple said, briskly running away from Wicca and hugging her roommate. "But why would Headmaster Grimm pick you?"

"And how come Sparrow couldn't perform?" asked Wicca. "I thought old iron throat loved to perform."

Raven shrugged. "Well, Headmaster Grimm said he chose me so it's fine. As for Sparrow, I heard that while he was rehearsing, a bee flew into his mouth and stung him in the vocal chords. He won't be able to sing for months!"

Apple covered her mouth. "Oh my fairy godmother! That's just awful! I'd better make Sparrow a get well card!"

"Classic Apple, always full of kindness." Raven said with a smile. Apple smiled so sweetly, Wicca felt a little sick.

"Yeah, it's pretty sad." Wicca said. "But you can't expect no less from someone with a brain the size of an apple seed."

"Wicca..."

"Come on, Raven! I'm a villain! And a wicked witch no less! I don't do nice." Wicca replied. "Especially from her royal sweetness here."

Ben decided to have his say. "Yeah, but that's no excuse for you to-"

"It's okay, you guys!" Apple said, still smiling. "Wicca is just following her destiny. I have no problem with her being mean to me."

"Seriously?" Ben said.

Raven heaved a sigh. "If you say so, Apple."

"See? Apple knows what's up." Wicca said. "So, Raven, you ready to perform at the charity event?"

"You bet! I better start practicing!"

"And I'll help you!" Apple said. "A royal is always happy to help!"

"And a wicked witch is always their for her wicked bestie!" Wicca said, hooking her arm around Raven.

Raven nudged Ben's shoulder. "You want to come, Ben?"

"You bet!" Ben said.

The four friends walked off to prepare for the concert when they saw Sparrow Hood walking with slouched shoulders, rubbing his sore throat.

"Hi, Sparrow!" Wicca waved, her voice oddly friendly. "Heard you swallowed a bee and got stung in the vocal chords! What a bummer!"

Sparrow gave the witch a dirty scowl before shuffling off.

Ben turned to Wicca. "Was that really necessary?"

Wicca shrugged. "That's just my wicked way of being nice."

"Still though, what are the odds of a bee flying into his mouth and stinging him right in the vocal chords?" Apple wondered. "And Headmaster Grimm picking Raven to sing for the Enchanted Charity concert?"

"Who knows, Apple? Who knows?" Wicca said with a pretty shrug. But Ben could see that evil twinkle in the witch's emerald eyes.

Raven also saw that twinkle. "Wicca, you didn't-"

"Raven. Do you honestly think I would waste a perfectly evil spell on a bottom feeder like Sparrow?" Wicca said with an innocent smile and an eye roll. "Absolutely not!"


	8. Evil Never Looked So Good

At the Fitting Ballroom, Duchess was getting her new dress detailed at The Fairy Godmother Gown Shop.

Dana was picking out a dress for herself. There were racks and racks of fancy dresses, but none of them seemed to spark her interest.

While the store pixies worked on her dress, Duchess walked over to Dana. "You know, if you can't pick out a dress, then don't pick one at all."

"But I really want to try on a fancy dress!" Dana said. "I mean, I look around and see all these girls dressed up in pretty dresses and me in a boring red dress! It makes me feel...left out. I want to look like a beautiful princess just like you, Duchess."

Duchess blinked her dark eyes. Praise wins her over every time.

"Well, we just have to find a dress that says you." Duchess explained. "So, what exactly is your preferred style?"

"That's just it. None of these dresses aren't my style." Dana said. "I like spooky chic! Not sparkly and frilly!"

"Spooky, huh?" Duchess rubbed her chin. "Well, there's one place I know that has the creepiest wardrobe around. Follow me." Duchess had the pixies hold onto her dress before she and Dana left the store.

Duchess became a swan and flew towards the school. Dana went Ectonurite and followed right behind her.

"Where are we going?" asked Dana.

Duchess said something in swan.

They flew through an open window and entered the most peculiar room Dana has ever entered. One side was decorated with royal red walls with white and gold furniture. The other half of the room was the polar opposite. Eerie purple walls. Spiked, ebony furniture. And an evil-looking throne sat in an unsused corner.

"Wow..." Dana said.

Duchess rolled her eyes. "I know right? This is Apple White and Raven Queen's room. Those two go together like water and oil." She pointed to the purple side of the room. "You can go through Raven's closet and find an outfit in there. It's full of creepy clothes."

"But I can't just take someone's else's clothes!" Dana said.

"Don't worry. It'll be fine. I borrow stuff from Raven and Apple all the time and they don't mind."

"Really?"

"Really."

Duchess was obviously lying. But Dana was quite gullible, so the Ectonurite flew right into Raven's closet and rummaged inside. Purple and black clothes flew everywhere.

Duchess sneered as she picked up Raven's Coat of Infinite Darkness off the floor. "She always dresses like she's going to a funeral."

But as Duchess looked at the long, black coat, she started to admire it. She ran her fingers against the flawless dragon-scale details, becoming more infatuated with it.

Duchess saw herself in Raven's spiky mirror. She frowned seeing herself in her white tutu, she felt so out of place in this room. On a whim, she tried on the coat and it was a perfect fit.

When she saw herself in the mirror, Duchess felt...proud. And powerful, just like when she wore the Evil Queen's dress.

Duchess really looked good in black.

"I found something good!" Dana sang out from the closet. "But it still needs a splash of color. I'm gonna check out Apple's closet. Okay?"

Duchess wasn't listening. She was too busy admiring herself in the mirror.

Dana poked her head out. "Duchess?"

"Huh?!" Duchess blinked twice. "Oh, uh, yeah. Do whatever you want." She went back to mirror gazing.

With the okay from Duchess, Dana zipped right through Apple's closet doors. "This is awesome! I've never played dress up before!"

Again, Duchess wasn't listening. Being in Raven's room, wearing Raven's clothes, Duchess was becoming more of a different person.

And she really liked being this different person.

"Here I come! Ta-da!" Dana skipped out in her new outfit.

It was a mixture of Raven and Apple's clothing. The top part of the dress was bright red with a sweetheart neckline and black mesh hem under a purple jacket with ball gown sleeves and a black quilted pattern. Around her neck was a cute black bat necklace with light purple wings. Her knee-length skirt was in two layers, one light purple with black spider-web traces and tattered mesh edges, then the second skirt is dark raspberry colored with sparkly purple bat patterns, traced with beautiful stem-like line patterns. Under it, she wore purple fishnet stockings. Her shoes were red with black bats. On her headband was a purple bat-shaped bow.

Duchess managed to pull away from her reflection and was taken back by Dana's outfit. "Whoa! You look fableous! Like a spooky Snow White! I like it! You even have the black hair unlike Miss Apple Blonde."

Dana blinked. "I thought you said her name was Apple White."

Duchess groaned and rubbed her temples. "Yes, I know. What I meant was that Apple is the daughter of Snow White, but she has blonde hair instead of black."

"Ohhhh..."

"And who cares about Apple, anyway? I look way cooler than her any day of the week." She flipped her black and white ponytail. "Even if she had black hair, she still wouldn't hold a candle to me."

Dana nodded. "Yeah, you do look awesome in that coat!"

"You know it." Duchess looked out the window. "I see Raven and Apple rehearsing with the Merry Men in the garden." She sniffed. "They're probably gonna go all out performing at the Enchanted Charity event today. All eyes will be on them..."

Dana looked at Duchess and did a double take. Was it her imagination or did Duchess's dark eyes become a bit darker?

Duchess went to Raven's reading nook where she kept all her books. "Ooh la la. What have we here?" She picked up a book that looked pretty evil.

The book was a small handbook with a hard black cover and silver chain designs in it. Duchess opened the book and smiled when she read the pages.

"What's that?" asked Dana.

"Oh, just a book I need for thronework." Duchess lied. "Say, Dana. I'm going to do some school work. So, I'll catch up with you later. Okay?"

Dana smiled and nodded. "Okay, Duchess! Thanks for letting me hang out with you! I'm gonna go find Ben!" Dana morphed into her Ectonurite form and flew off.

Duchess chuckled in her throat as she looked at the book. She ran her manicured fingertips across the cover. "How lucky for me to find one of Raven's mom's spell books. Time to put my dark magic skills to the test at the charity. After all, Apple and Raven can't have all the attention."

* * *

 **Dana's Ever After High dress design was a collaboration between me and an artist named Redbat142. The image is number 73 in her Wattpad art gallery.**

 **She's done TONS of amazing work! Feel free to see more of her masterpieces! :)**


	9. Can't We All Just Get Along?

Outside the school, the golden sunset was the perfect setting for the Enchanted Charity concert.

Wicca, Ginger and the Candy Witch were preparing the snack booth.

"Are you sure you don't want my treats, Ginger?" asked the Candy Witch. "I have a whole basket full of cookies."

Ginger shook her head. "No, Mom. I know you love making evil treats. But I appreciate the gesture."

"What's the point then?!" The Candy Witch really wanted to cause some wicked mischief with her poisoned treats.

Wicca leaned close to the Candy Witch. "You can always stick those cookies in somebody's lunch box!" she whispered.

The Candy Witch barely contained her cackle. "Splendid idea!" She took her basket and rushed to find some unsuspecting lunch boxes.

"What did you just whisper to my mom?" Ginger said, her hands on her hips.

"Nothing!" Wicca said.

"Listen, don't give my mom any evil ideas!"

Wicca rolled her eyes. "Come on, Ginger! Lighten up! It's bad enough you don't want to be the next Candy Witch, now you're depriving your own mother of having a good time?! Shame on you!"

Sighing, Ginger took off her glasses and rubbed the corners of her eyes.

Hopper patted Ginger's shoulder. "Just let villains do their own thing, Honey. It's their destiny after all."

Wicca nodded approvingly. "Thank you, Hopper."

Briar Beauty walked by with her cousin Rosabella. "Hey, Hopper!" Briar waved.

Seeing Briar, Hopper sneered and turned the other way. Ginger echoed Hopper's sneer and walked away as she hugged Hopper's arm, ignoring the princess.

Briar blinked. "What was that all about?"

"Didn't you hear? Ginger and Hopper are a thing now." said Wicca.

"What?! A thing?! As in, a couple?!" Briar's crownglasses nearly fell off her head.

Wicca sniffed. "Yeah. Weren't you listening?"

Briar blinked. "But...but I always thought Hopper liked me."

"Well, Ginger made her move first before you did and that closed the deal for Hopper." Wicca explained. "It's for the best. Ginger always had the biggest crush on Hopper. And Hopper always wanted the girl of his dreams. Looks like you missed the boat, sister."

"Oh..." Briar looked a little down.

"You okay, Briar?" asked Rosabella.

"Yeah, I just didn't hexpect Hopper and Ginger becoming a couple. First Ashlynn and Hunter, then Raven and Dexter, and now this? Things really are changing at Ever After High."

"What's wrong with that?" Wicca said with a pretty shrug. "Change can be good, there's nothing like those pleasant little surprises in life to raise some hexcitement." She pointed to the band stage. "Speaking of witch, Apple the queen of Royals and Raven queen of the Rebels are singing a duet together."

"Oh, yeah! I just heard on Blondie's mirrorcast show! Apple and Raven singing together!" Briar took Rosabella's hand. "I am SO NOT MISSING THIS!" They rushed over to join the audience.

"Hey, Wicca."

Wicca turned and saw Ben walking with his hands lazily in his pockets. "Hey, Ben. What's up? You look kinda down. Was Kitty trying to flirt with you again?"

"Yeah, but that's not it." Ben said. "I mean, being back at Ever After, it's totally awesome. But...I'm just not sure if I should stay here."

"Why wouldn't you stay here?" Wicca asked incredulously "You should stick around here at Ever After High! This school could use some cool guys like you, not like those nerds becoming future kings and knights in shining armor. Don't you want to write your own destiny?"

Ben felt his chest tighten a little. It does sound pretty cool, going to a super awesome school in a magical world where he can choose a different path and not worry about the duties and responsibilities of being a hero, not to mention no longer getting chewed out when he makes a simple mistake.

"Ever After, a world where I can make a choice. Any choice I want..." Ben's mind flooded with possibilities. He could do anything he wanted here. Maybe he could become part of a famous fairytale! Or write his own story!

"BOO!" Dana poked her head through Ben's stomach.

"AAAAH!" Ben screamed like a little girl. "Dana! Don't scare me like that!"

Dana laughed. "Just call me a Holy Ghost!" She phased all the way through Ben's body.

"Whatever! Where the heck have you been all day?!" asked an irritated Ben.

"Oh, I had the best day ever!" Dana transformed into her human self. Ben and Wicca were in awe seeing Dana's new outfit.

"Whoa! You look like a real princess!" Ben said, hit eyes lit up. "Awesome!"

Wicca blinked. "Wait...is that...Raven's hair bow I got her?" She pointed to the bat shaped bow in Dana's hair.

"Yeah! Duchess and I borrowed some clothes from Apple and Raven!"

"WHAT?!" Wicca yelled. "You broke into Apple and Raven's room and stole their stuff?!"

Dana shook her head. "No! We didn't steal them! We're just borrowing them! Duchess says she borrows stuff from them all the time!"

"Yeah? Well, she LIED!" Wicca snapped, making Dana flinch. "Where is she now?!"

"I-I don't know!"

"Well, I'll find her!" Wicca covered her right eye and opened her all seeing left eye. It glowed bright green. A moment later, it returned to normal.

"Found her!" Wicca rushed off with Ben and Dana following her.

* * *

Hiding in the forest was Duchess Swan and her goblin entourage. Thanks to Raven's Coat of Infinite Darkness and black eyeshadow with blood red lips, she looked like a true Evil Queen. The goblins practically drooled as they looked up at her dark beauty.

In Duchess's hand was the spell book she stole from Raven's room. She read enough pages to find just the spell she needed to cause some mayhem.

"Today I'm gonna give that Apple White exactly what she deserves!" Duchess opened the spell book, but a small winged monkey swooped down and snatched the book. It was Wingsy, Wicca's pet flying monkey.

"HEY!" Duchess was about to turn into a swan and chase after the monkey, but it perched onto the shoulder of Wicca West.

"Duchess! You d-ranked dancer!" Wicca was angry, but she had to control herself and not turn Duchess into a rat, she didn't want another lecture from Headmaster Grimm. "Girl, you've got some serious problems. And now this?! Stealing Raven's stuff and commanding goblins?! What is wrong with you?!

Duchess crossed her arms. "There's nothing wrong with me. In fact, I feel just right!" She curved a nasty smile. "Just thought I'd add a little hexcitement to the concert!" She snapped her fingers and a crowd of goblins surrounded Wicca, Ben, and Dana. "And I'm not gonna let you feather brains mess it up for me!"

Wicca rolled her eyes and threw her hands onto the grass. The ground exploded below the goblins' feet and they were all sent flying into the air.

Duchess stuck her hand out and fired a blast of black magic. But Wicca reacted fast and pulled out a compact mirror. Duchess's magic bounced off the mirror and made a direct hit to Dana.

"DANA!" Ben screamed.

Dana was knocked back into a tree, she fell down out cold.

Then Wicca pointed at the ground and cast a spell that made tree roots pull themselves out and wrap around Duchess.

"Nice try, Duchess." said Wicca. "But you can't out-spell a Wicked West Wtch."

"Whoa! She can do magic?!" Ben gasped.

"Yeah, Duchess and I were the only two who graduated from General Villainy and move onto Advanced Villainy where she was able to learn dark magic. But she's still just a hopeless amateur."

"What did you say?!" snapped Duchess. "Just because you got a head start in magic doesn't mean you should act so cocky!"

"Look who's talking." Wicca retorted. "You may have grasped the ABCs of dark magic, but I'm way more advanced. You're the cocky one!"

"So, what's with the get-up?" asked Ben, eyeing the ballerina's brooding look.

Wicca narrowed her eyes. "Duchess, you're not actually trying to become a villain, are you?"

Duchess said nothing.

Wicca stepped up to her captive. "Come to think of it, why are you even taking villain classes in the first place? Are you hiding something?"

"I'm not talking!" Duchess said, turning away.

Wicca reached out and plucked out a feather from Duchess's hair. "Well, what do we have here?"

"It's just a black feather." Ben said.

"Black...when they should be white." Wicca said, staring deeply at the black feather. "This explains everything."

Ben looked puzzled. "It does?"

"No it doesn't!" Duchess shouted out.

"Yes, it does." said Wicca. "You always get your feathers ruffled when it comes to your tragic destiny as the the next White Swan, so you're trying to become the Black Swan to get out of your destiny, aren't you?!" She pointed an accusing green finger at Duchess.

Duchess glared her eyes and clenched her white teeth.

"Black swan?!" Ben exclaimed.

"It all makes sense now. I always knew there was something that made you different from those other prissy princesses." Wicca tickled Duchess under the chin with the black feather. "So, Duchess the Royal is really Duchess the Rebel." she taunted.

Duchess twisted her head around to avoid the feather tickling her. "So what if I am?! You can't really blame me! And you better not tell anyone I'm going rebel!"

"Oh, yeah?" Wicca's mouth twisted into a challenging sneer. "You got a lot of nerve telling me what to do..."

Furious that these girls were fighting while Dana was injured and unconscious, Ben got in between the two girls. "STOP IT! Why can't you just be friends?!"

"Friends?!" Wicca and Duchess said together. "Her and me?! Forget it!" They both blinked and shared a surprised look before sneering away from each other.

"Yeah! Wicca, you're friends with all the villains at school! And Duchess, you're really a villain at heart, so why not be friends with another villain?"

The girls looked at each other. They sneered again. "No way!"

"See? You just said the same thing again! You do have a lot in common! You just don't know it yet. There's no shame in being friends."

"Yes there is!" Wicca retorted. "I wouldn't be caught dead being pals with a snooty snob like Duchess!"

"And I don't make friends with losers like the walking pickle!" Duchess said.

Wicca shot daggers at Duchess. "Really? The walking pickle? Is that the best you can come up with? Is it because of my green skin?"

"STOP IT!" Ben shouted. "Look at you two! Arguing like a couple of crybabies with no real reason to be enemies! You both should know better!"

A rustling sound coming from the bushes interrupted Ben's speech. He, Wicca, and Duchess looked to see Cerise Hood, Apple and Raven emerge from the foliage.

"Found them!" said Cerise.

"Ben! We've been looking for you everywhere! You missed the concert!" Raven said. She and Apple gasped when they saw Duchess dressed in Raven's clothes and tied up with tree roots.

"Duchess?! Wicca?! What's going on here?!" Apple pointed at Dana. "And who's that?!" She ran over to help the unconscious girl. "And why is she wearing my top and shoes?!"

Raven took a good look at Dana. "Hey! That's my skirt and bat-shaped hairbow Wicca got for me!" Raven spun around and put her hands on her hips. "Okay, you three! What's going on?!"

"Raven! We got to get this girl to the infirmary! She's hurt!" Apple said.

"Let me come with you! She's my friend!" Ben said.

Cerise effortlessly slung Dana on her back. "I'll carry her to infirmary."

"Wow! You sure are strong, Cerise!" Apple said, amazed.

"Y-Yeah, I've been working out." Cerise responded.

Raven glared her nose down at Duchess. "On our way there, you can explain everything, Duchess."

Duchess wanted to say something snippy, but looking at Raven's ice cold glare made her feel afraid and shrink from her glare. It seems Raven still had her talent of striking fear into people just like her mother did.

Cerise took off with everyone else following her. As Dana was being carried, she weakly opened her eyes.

 _'I remember..."_ Dana thought. ' _I remember everything!'_


	10. Down Memory Lane

_'I thought Dana was just a name I made up. I gave myself the name Dana because I don't remember my real one. But now I remember it...'_

Beneath the town of Bellwood, there lies Undertown, a subterranean city that is home to many species of aliens who live and thrive below Bellwood.

You think that's incredible enough, but there's more.

Underneath Undertown lies another city. A city where no humans or aliens dare to enter.

A city for Ectonurites.

It was a beautiful place. The neighborhood houses were filled with bats and spiders, the lights flickered and the floors creaked.

The street vendors always sold the best rotten apples and expired food you can find.

And best of all, everyday was filled with gloom darkness and and plenty of good natured fear to spread.

I was just a humble Ectonurite orphan taking a walk, well, float through the cemetery. Being an orphan, I could do whatever I wanted. But I did feel lonely every now and then. Especially when the grown-ups said I was pretty batty for an Ectonurite, but I embraced my battiness with pride!

As I sniffed a dead rose I just picked, a tall alien with a big head approached me. This was a surprise because most aliens and humans always scream and run away when I try to make friends ugh them. But this non-Ectonurite actually walked right up to me!

"You are Silvania, correct?"

I nodded. "Yes, who are you?"

"I am Proctor Servantis. How would you like to help me with this special project I'm working on?"

"What kind of project?"

Servantis smiled. "One that will benefit the whole universe. I will take you to a place where you will have your own family. A family that will be with you all the time. You'll never feel lonely again."

That was enough. I smiled and stuck out my hand. "You got a deal, Mister!"

The proctor shook my hand.

Proctor Servantis took me to the Null Void, an inter-dimensional place that's commonly used to imprison dangerous aliens.

It was also the perfect place for Servantis's base of operations.

When he took me to the base, he began to explain something. I wasn't really paying attention, because the first thing I did was find my new family. I went through the first wall I saw and found a living room with other kids in it.

There was a boy with black hair, a blue and black lizard girl, a boy with spikes on his face and had hair like a skunk's, a taller boy with red skin, four yellowed eyes, and four arms, and a girl with purple eyes and long black hair.

I thought this was my new family, so I smiled and said, "Hi! I'm Silvania! I'm your new family member!" I stuck my hand out for them to shake it.

The kids just stared at me, except the purple eyed girl. She smiled and shook my hand. "I'm Dana."

"Pleased to meet you! So, what do families do around here?!" I asked excitedly.

"Families? Well, we hang out, have fun, talk, and a bunch of other stuff." Dana explained. "We kind of do our own thing. Me, I like dancing." Dana stood on her toes and started spinning around so beautifully. Then she leaped, jumped twirled in the air. It was amazing!

"Wow! I wish I could do that! But I don't have any legs." I sadly looked down at my ghostly tail.

"You trying to gloat, Dana?" asked the black haired boy.

"No, Kevin! I was just showing her how to have fun!" Dana kept dancing.

"Dancing like a sissy isn't for everyone!" said the red four-armed boy.

Dana stopped dancing. "If I were you, I'd watch who you're calling a sissy, Manny!"

Manny cracked his knuckles. "Says the girl with no powers!"

The lizard girl zipped in front of him. "Knock it off, Manny!"

"All of you knock it off!" the skunk-haired boy shouted.

Silence.

"What's he so mad about?" I asked.

"Don't mind him." said Dana. "Pierce always shouts when people annoy him."

"SILVANIA!" a voice roared.

Everyone stiffened and Proctor Servantis stormed into the room. "Don't wander off like that!"

"Sorry! I was so excited to see my new family!" I was so happy. These kids looked like lots of fun! And Dana was so nice and talented! Being able to dance like that!

Proctor Servantis growled and ubbed his eyeballs for some reason. "Just stay here while I make preparations." And he left the room.

"What kind of preparations?" I asked Kevin.

"You'll see. The proctor has something special planned for your arrival."

"Is it a surprise party?!"

Kevin paused. "Yeah...something like that."

Dana patted my shoulder. "Don't worry, Silvania. After this big surprise, you and I are gonna be closer than ever!"

I was so happy, I flew around the room in joyous circles. It was going to be the best day of the rest of my life!

Or so I thought...

My big surprise was more surprising than I thought. Proctor Servantis strapped me to a cold metal table and stuck a weird wire to my head. Kevin and Dana were strapped to the tables next to me with wires stuck to their heads too.

"Um, Dana?" I said. "This surprise. Did I miss something?"

Kevin just smiled. "No, don't worry. You'll be fine. Like I said, we're gonna be closer than ever."

But Dana looked like something was wrong. Very wrong. Almost like she was regretting something.

Before I could ask what was wrong, Proctor Servantis pushed some buttons and stuff on this machine. Then the wire on my head buzzed and I saw electricity flow from the wire and into Kevin and Dana's wires.

It felt very ticklish. But all of a sudden, Proctor Servantis screamed when the machine he was operating short circuited.

"WHAT IS HAPPENING?!"

I started to scream too. But not because of the machine, because I was in pain. I screamed and screamed and screamed. And so did Dana.

We both screamed until there was a big explosion and everything went black.

Everything stayed black. I felt weird. Very weird. And not the good kind of weird.

Then I heard a voice screaming.

"I. HATE. ALIEEEEEEEEEEEEEEEENS!"

I woke up and there I saw Ben standing by a cliff. I moved him away from the cliff and we started talking.

And that's what I remember.

* * *

In Ever After High's infirmary, Dana just explained to her friends the whole story. "It turns out after that machine exploded, I was in a comma for six years and woke up somewhere in the Null Void."

Raven, Apple, Wicca, Duchess, and Cerise were speechless.

But Ben was able to talk. "I don't believe it...you're an Amalgam Kid?!"

"A what?" asked Dana. "Is that Servantis's family name?"

"No, here's what you don't know about Servantis." Ben said. "He's a psychotic monster who took human children and turned them into alien hybrids. Then he would make those kids do all his dirty work for him. And you were just another one of his experiments."

"Experiment?!" Dana felt her tentacles tighten inside her body. "I'm an experiment?! Not...part of a family?"

Ben shook his head. "No. I'm guessing since you never woke up, Servantis probably through you were dead and tried to get rid of your body by tossing it somewhere in the Null Void."

"But...why? How could he do something so cruel to human children?!" Apple said after finding her voice. Her eyes were big and watery like she wanted to cry.

"Because..." Ben looked at the floor. "Servantis thought I was a threat. So he created the Amalgam Kids and trained them to be a Ben 10 hit squad. And when the kids became brainwashed by Servantis, they almost managed to destroy me. But my friend Kevin saved me and returned the kids back to their normal frame of mind. He saved my life that day..."

"That's...outrageous!" Wicca said in a stunned breath. "I can't believe you went through all that!"

Ben sighed. "Yeah, which is why I need to go back home."

"What?! Why?! I thought you were gonna stay here and write your own destiny!"

"I do want to stay here. I really do. But I can't." Ben said.

"But why?! This is Ever After High! A place where you can break out of your spell and write your own destiny! A place to be whoever you want! Do whatever you want! Anything you could possibly want is right here!"

Raven, Apple, Cerise, and Duchess stared at Wicca with open mouths. To think, the baddest witch in school was delivering a passionate speech about choice. They all thought Wicca was a royal through and through because she loved being evil. And royals didn't care about choosing to write their own different destinies.

But Ben shook his head at Wicca's words. "No, Wicca. This world doesn't have what I want. I mean, don't be get me wrong. Ever After is the coolest universe I've ever been to! It would be amazing to stay here and become a fairytale like you guys. But if I do, what'll happen to my world when I'm not protecting it?"

The girls felt realization as Ben continued.

"Servantis isn't the only villain in my world. There's also Vilgax, Agreggor, Albedo, and Zs'skayr just to name a few. With all the bad people like them around, it's important to have good people to keep them from stepping all over innocent people and making their lives miserable. That's where I come in."

"Ben..." Raven said. "You-"

"Raven, I'm a hero. It's who I am whether I'm good at it or not. Sure people will always criticize me when I mess up, but I'm only human. Sure, I'm not strong and I'm not smart, but-"

"That's enough, Ben."

Ben jumped and looked around him.

"Down here."

Ben looked down. "Azmuth?!"

"Yes, it's me. Azmuth the mouse." the genius crossed his little hairy arms. "Normally, I would chew your head off for letting a couple of deranged humans with mystical powers transform me and trap me in a room surrounded by cats!"

"Surrounded by cats?!" Ben slapped his forehead. "Kitty, you did not..."

"But I'm not the smartest being in arguably five galaxies for nothing. I managed to escape and outfox those felines."

Wicca blinked. "Huh. Then you really are smarter than you look...well, before I changed you."

Azmuth narrowed his eyes. "And do you plan to change me back?"

"I don't know." Wicca narrowed her eyes. "Are you still gonna be a jerk to Ben?"

"Hmm, tell you what, let me regale Ben with a story from my past, then I'll let you decide whether you should change me back or not."

Wicca did not expect that response. But she complied. "Alright."

Azmuth looked at Ben and spoke. "Ben, what I'm about to tell you is something I never told anyone. Not a soul. So pay attention."

Ben nodded.

"Long before I built the Omnitrix, I was actually a teacher for a group of Galvan children. One day, I wrote a series of equations on the board. When I was done, and turned around to see the whole class laughing at me...all because I answered the first equation wrong."

"You answered it wrong?!" Ben couldn't believe his ears!

"Because I answered it wrong on purpose." Azmuth replied. "I wanted to teach them how the world out there will treat them. They noticed I answered all the other equations right, but none of them congratulated me on it. Instead, they all laughed and criticized because of one wrong thing I did."

Ben and his fairytale friends all listened to the wise alien.

"So, the real lesson I taught that day was that the world will never appreciate the good you do no matter how many times you help. But will criticize the one wrong thing you did. But don't get discouraged, always rise above all the laughter and criticism. You must always stay strong." He smiled at little. "Ben, you've been critized your whole life and you've come this far. Farther any anyone's expectations, it proves that you're a lot stronger than you seem and smarter than you think."

Ben knew that Azmuth rarely praises anyone. To hear him say such things really touched him deep down.

"So, what will you do now, Ben?" asked Azmuth. "It's your choice. You can stay here in his magical realm with your colorful friends or you can return home to your loved ones whose lives would be very empty without you."

"FYI, you just guilt-tripped him into coming back with you." Wicca informed.

Ben turned to the witch. "Wicca..."

"The mouse is right, Ben." said Wicca. "We'll go along with whatever you say. I won't go wicked and turn you into a toad or anything like that. It's your call."

"She's right, Ben. It's your call." Raven said. "You decide what you want to do, not us."

As Ben considered what choice to make, his warm green eyes filled with a newfound confidence, a strong, determined confidence he was missing for a long time.

And now, that confidence was back.

"I'm ready to go home." Ben said. "But first, Wicca, you need to change Azmuth back."

"Do I have to?" Wicca asked. "I mean, this is a good look on him."

"He is a lot cuter this way." Ben chuckled, making Azmuth frown. "But he's gotta come back a Galvan."

Wicca sighed and pointed her finger at Azmuth. In a poof of green smoke, Azmuth was back to his normal alien self. "Finally! Now, shall we return back, Ben?"

Before Ben could answer, Wicca spoke. "Hold on, Ben! Can I tag along?"

"What?!" everyone exclaimed.

Wicca smiled. "Yeah! I just wanna check out this world of yours! From what you told me about it so far, must be pretty wicked! Is the food good there?"

Ben snapped his fingers. "That's a great idea! Why don't we all have a night on the town? There's this new pizza place that just opened up I want to try out!"

"Count me in!" Cerise rubbed her belly. "What I wouldn't give for a meat lover's pizza right now!"

"We're in too!" Raven and Apple said together.

"Hmm..." Azmuth pondered. "I do have a craving for cheese...I may as well join you too."

Ben cocked his head back. "Really?! You too, Azmuth?!" He looked at Duchess. "How about you, Twinkle toes?"

The swan princess looked at Ben with surprised eyes.

"Ben! What are you doing?! Don't invite that wannabe!" Wicca snipped.

"Oh, come on, Wicca! Be a sport!" Dana said. "After all, if it wasn't for her, I wouldn't have gotten my memory back!"

"Yeah, Wicca. Give Duchess a chance!" Apple said.

"Let bygones begone, as Maddie would always say." Raven said, chuckling.

The wicked witch rolled her eyes. "Fiiine..."

"Whatever-after." Duchess scoffed.

Raven rubbed her hands together. "Then let's make some magic! Wicca, lend a girl a hand?"

Nodding, Wicca and Raven joined hands and whispered the teleportation spell. Purple and green mist swirled around the group of friends before vanishing in a flash of light.


	11. It's Hero Time

When the green and purple smoke faded away, Ben was shocked to his core.

He expected to be back in his hometown Bellwood, but this didn't look like the Bellwood he knew.

The usual blue skies were filled with dark, foreboding clouds. The streets and sidewalks were completely empty, there were no people in sight.

But the most off-putting sight were the banners that hung all over the city.

Draped onto tall buildings were purple and black banners with a woman's picture on them. There were banners of the woman smiling an evil smile. The woman not smiling. The woman's profile. There was even a close-up of the woman's eyes in one of them.

Ben just stared, dumbfounded. But he noticed that the woman looked awfully familiar...

"My mother?!" Raven gasped.

"MOTHER?!" Ben and Dana shouted.

"YOU THERE!" a voice roared.

The gang turned and saw what appeared to be Plumbers marching toward them. But instead of their usual white uniforms, they were black with hints of purple.

They all pointed their weapons at Ben.

"Guys! It's me, Ben!" Ben tried to talk to them, but they stared blasting!

"LOOK OUT!" Wicca jumped in the front of the pack and conjured up a force field to protect them. Then she flicked her wrist and a huge tornado formed below their feet. Within seconds, the tornado spun them away from the teens.

Wicca snapped her fingers and her broomstick appeared in her hands. Using her magic, the handle became long enough for everyone to sit down on. "Get on!"

Without hesitation, everyone got on the broomstick and flew high in the sky.

"What's happening?!" Ben asked in frantic confusion.

"It's my mother! She must have escaped Mirror Prison and took over this town somehow!" Raven said.

"But how?! She couldn't have broken out on her own!" Apple shook her head. "No! This isn't time to think about that! If the Evil Queen is here, we need to get to a safe place and get out facts straight!"

"What about there?" Cerise pointed to a high tech building that looked like it was planted into the ground.

"That's the Plumber Headquarters!" Ben said. "But I thought it was in space!"

"I'm guessing that this Evil Queen culprit must have removed the base from orbit and put it her as her base of operations." Azmuth deduced.

The group landed outside Bellwood in the middle of the forest. Ben was beyond confused. "What the heck happened while I was gone?!"

Just then, a small, glowing pink object flew by and tapped Ben on the back of the head.

"Huh?!" Ben spun around and saw the object that hit him. The pink glow that surrounded it faded away. "A paper airplane?!" Ben took the plane and unfolded it. "It's a note! From my cousin Gwen! I'd recognize her handwriting anywhere!"

"Well, what does it say?!" asked Duchess.

"It says: Ben, if you're reading this, hurry back to Bellwood! While you were gone, a woman with magic powers came and took over Bellwood and Undertown! She's brainwashed the Plumbers into obeying her. We tried to fight her but she easily beat us and imprisoned everyone in the Plumber Base. Her magic is incredibly powerful. You'll need to get reinforcements if you ever have a chance of beating her! Do NOT take her on alone!"

Ben was crushed. He dropped to his knees.

"Ben! What's wrong?!" asked Dana.

"What's wrong?..." Ben shot Dana an ugly look. "WHAT'S WRONG?!" He stood up. "I leave town for one day and when I come back, it's been taken over by a bad guy and you're asking me what's wrong?! How could I be so stupid?! I should have known that with my bad luck, anyone can just pop out of nowhere and take over Bellwood! Why do I have to ben such a jinx-

 **WHAP!**

Azmuth slapped Ben on the back of the head. "That's enough!"

"OWW! Dude!" Ben rubbed his sore head. For a little guy, Azmuth really hits hard.

"Ben! This is no time to have a nervous breakdown!" Azmuth snapped.

"Yeah, Ben! You're acting just as irate as you did before you left!" Dana reminded her friend. "Besides, you didn't mean for this to happen. So don't go beating yourself up! It's not gonna solve anything!"

"Listen to the ghost, Ben." Raven said. "She knows what's up and so do we. We'll help you take down my mother. You've never tangled with her before, but we have. We're just the reinforcements you need."

"Yeah! We're not gonna let that old school villain take over my friend's town!" Wicca said.

"Same here!" Cerise barked.

"Me too!" Apple said. She turned to Duchess. "Duchess? How about you?"

Duchess seemed surprised by Apple's notion. "Me? What do you want me to do?"

Raven stepped forward. "Duchess, I know my mother better than anyone. So I know for a fact that if we're ever going to have a chance of beating her, we're going to need all the firepower we have, and that includes you."

"She's right, Duchess. Raven told me that you're doing well in Advanced Villainy where you're learning dark magic!" said Apple, her blue eyes twinkling. "She said you've got a real knack for it!"

Duchess stumbled a little. "Y-You know about that?!"

Apple nodded. "Raven also told me that you're the perfect replacement as the next Evil Queen. When she told me that you're truly a rebel and was following a different path, I was so happy for you!"

"WHAT?!" Duchess and Wicca screeched.

"What do you mean you're happy for me?! You're the one who always talks about everyone following their own stories and living out our stupid destines! So where do you to get off saying it's okay for me to be a villain?!" Duchess snapped. She took the words right out of Wicca's mouth.

"Yeah, Apple! When did you become a rebel supporter?!" Wicca snarled. "Whatever happened to being the leader of the royals and being the fairest of them all?!"

A knowing look can upon Apple's flawless face. "That's all I ever cared about, to be the fairest of them all, the future queen of Ever After. I thought that by being poisoned and awakened by a prince was all it took. To get my happily ever after, I thought I had to keep things the same as they always were and avoid change. But I was wrong, very wrong."

"Apple, is that you talking?" asked a dumbfounded Cerise.

"It is." Apple said with a nod. "Sure, being queen is great. But I should never forget the most important thing about being a queen; helping people. Because of Raven, I learned that you need to go beyond yourself in order to really help others. She taught me that change isn't something to fear. Change can be good because it can help people and open so many doors for others to explore."

Apple put a hand on her chest. "Duchess, I know your story of Swan Lake ends tragically and you always feel upset about that. Deep down, I always felt bad that you would end up as a swan forever and you don't deserve that. So I'm glad you're able to find a path to save you from your cursed fate." She smiled and pulled Duchess into a hug. "I'm perfectly fine with you becoming the next Evil Queen and being a part of my story."

Duchess couldn't speak. She was at lost for words.

Raven, Cerise, and Dana were happy for Duchess and Apple. Ben and Azmuth were a bit confused, but glad the girls were both happy it seemed.

Everyone was happy for Duchess, everyone except Wicca.

Before the witch could have her say, she put up her magic shield to block streams of fire.

"Guys! That was dragon fire! We're under attack!" Wicca yelled. "Get behind me!"

The friends got behind Wicca for protection. To Ben's horror, he saw scary looking dragons flying over them. They beat their frightful wings, causing strong winds to whirl and whip.

"Those are dark dragons!" Raven said.

But the dragons didn't alarm Ben as much as the people riding the fire-breathing monsters.

There was Psyphon, Fistrick, Liam, Thunderpig, and Rojo.

"Psyphon!" Ben shot daggers at the alien criminal. Angry daggers with a hint of jealousy, those dragons they were riding looked super cool.

Psyphon grinned his hideous pointed teeth. "My, my. So you decided to return after all, Ben Tennyson." He frowned. "I had a feeling it was too good to be true..."

"Are these the bad guys you were talking about?" asked Wicca.

"Yeah, but Psyphon and his gang are more like bad guy followers." Ben stepped forward. "So, you decided to dump Vilgax and move on to dark magical queens?"

Psyphon wagged a finger. "Rule one of being a henchman, Tennyson: Always think big when choosing your master. And since you DESTROYED VILGAX! THE MOST POWERFUL BEING IN THE UNIVERSE!" he roared before taking a deep breath. "I saw my shot when the Evil Queen and her knight came along and easily conquered the town!"

"Same goes for us!" Liam clucked. "When she offered us the job to work with her, it was an offer we couldn't refuse!"

"And we're gonna celebrate by popping your head like a zit, Tennyson!" Rojo said maliciously.

"Prepare to be barbecue, bro! Get 'im, Rex!" Fistrick commanded his dragon to fire, Raven and Wicca combined their magic to create a force field around them. All the villains had their dragons spitting fire from all angles.

"We can't keep this up forever!" Raven said. "We have to get away from them somehow!"

"I have an idea!" Wicca turned to Duchess, who was hiding behind Dana. "Duchess! Cast a spell to separate us from them!"

"What?!" Duchess honked. "Me cast a spell?!"

"Yes! We need to get away from these guys!" Wicca's hands trembled. "AND HURRY!"

With no time to disagree, Duchess closed her eyes and held her hands out and concentrated really hard.

 _'Separate us from them. Separate us from them.'_

Duchess concentrated hard and threw down her hands. She meant to send the bad guys flying far away from them. But the spell backfired and sent Ben and the fairytale friends catapulting into the air.

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHH!"

They all screamed, looking like separate falling stars heading toward different areas of Bellwood.

"OH, MAAAAAAAAAAAN!" Ben reacted fast and hit his Omnitrix. He became Goop and splattered on a crumbling building. He slid off the wall and landed with a messy plop.

Goop changed back into Ben. The boy was on his back, sighing in irritation. "Yeah, I'm back home alright..." He stood up, then felt something shift in his left pocket. He reached into it and pulled out Azmuth. "Dude! When did you sneak into my pocket?!"

"When those dragon riding villains showed up!" said Azmuth, picking pocket lint off of him.

"Ben!" a voice hissed. "Is that you?!"

"Huh?!" Ben turned around and saw a human hand beckoning him to enter the building. Without a second thought, Ben ran inside and was pulled into a great big hug.

"BEN! You've come back!" It was Mr. Baumann. "I can't believe you're here! Alive and well!"

Ben pulled away from the hysteric man. "Of course I'm alive! What happened while I was gone?!"

"After you left, crime skyrocketed in town. But then, a regal looking woman and a knight in armor came along and captured every criminal in Bellwood at a rapid pace. They assured us that they were the new heroes of Bellwood and we were fine without you. But then, hordes of fire breathing dragons appeared out of nowhere, attacking everyone! Soon it wasn't safe to even be on the streets! We all went into hiding and that vile woman took over the town! Ben! You have to stop her!"

"Not so fast!" Azmuth hopped onto Ben's Omnitrix and started fiddling with it.

"Azmuth?! What are you doing?!" Ben said. "Look, I know I wasn't here to stop the Rvil Queen, but I never meant for it to happen! You can't take the Omnitrix! I need its power to stop that woman! I need to save the town! To save everyone!"

"I know." Azmuth jumped off Ben's wrist. "I was just unlocking the master control."

Ben's jaw dropped as the Omnitrix glowed bright green. "T-The master control?!"

"Raven just said we need all the firepower we have. And that includes you." Azmuth smiled. "I think this calls for that old catchphrase."

"You're right." Ben looked at the Omnitrix and smiled that confident smile. How he missed that smile. "It's hero time!"


	12. The Big Bad Hood

In Undertown, Cerise woke up with a groan. She tried to move but the pain stinging through her body forced her to lie back down. She opened her eyes and saw a pair of green hands hovering over her chest, they shimmered with a blue glow.

"Don't move." It was Wicca. She was using her magic to heal Cerise. "You took a nasty fall. I had to fish you out of a pile of rubble."

Cerise noticed a crowd of strange looking creatures staring at her. "W-What is this place?"

"It's some kind of underground city." said Wicca. "Once I landed somewhere after Princess Birdbrain's spell backfired..." She rolled her eyes. "I hopped on my broom and went to find everyone. When I found this huge hole in the ground I knew someone must have landed here." Her hands stopped glowing. "That should do it."

Cerise staggered up, feeling much better. "Okay, what's the plan?"

"What else? Stop the Evil Queen." Wicca and Cerise were ready to leave when a blur of blue and black rushed in front of them. When the dust cleared, they gasped seeing a strange lizard like creature with wheels for feet.

It was Ben as XLR8.

"Guys! It's me, Ben!"

"Ben?!" Cerise quickly adjusted her hood. "Is that you?!"

"Yep." XLR8 lifted up his visor. "I came to pick everyone up. We've got a queen to stop and I have all the time I need." He changed back to himself and smiled. "I feel pretty good about stopping her now."

Just then, a loud pig-like squeal was heard. Cerise reacted fast and grabbed Wicca and Ben, jumping away in time to dodge a burst of dragon fire.

"THUNDER! THUNDER! THUNDERPIG!" Thunderpig and his dragon landed before them. "I have found you, Ben Tennyson!" He took out his energy flail.

"Oh, great. It's the warthog wonder himself." Ben droned.

Thunderpig jumped off his dragon and charged at Ben, swinging his flail madly. "I WILL HAVE YOUR HEAD AND BE REWARDED BY THE GREAT AND POWERFUL QUEEN-"

Cerise jumped right in the pig's path.

"CERISE! NO!" Ben was about to jump in and save her when suddenly...Thunderpig stopped, dropping his weapon.

As he stared at Cerise, Thunderpig's body trembled and became drenched in sweat. And his eyes, they were impossibly wide and filled with absolute dread.

Cerise's eyes flashed and she let out a growl, a growl that made the hair on Ben's neck stood on end.

Thunderpig let out an ear-splitting squeal. He kept squeaking as he turned around and tried to run, but Wicca zipped in front of him on her broom. She swung her magically charged broom and whacked Thunderpig across the face, knocking him out cold.

"Nice one, Cerise." said Wicca. She looked at the dark dragon Thunderpig was rising and arched a brow. Knowing he was outmatched, th dragon took off flying.

Ben gaped in astonishment. "H-How did you do that?!"

Cerise shifted uncomfortably. "Umm..."

"Just tell him, Cerise. Ben can keep a secret..." Wicca said before grabbing Ben's arm. "Can you?" Her eyes flashed.

"Of course I can. So...spill." Ben said.

Cerise hesitated. But she knew she could trust Ben. Her hands slowly went for her hood...

"LOOK OUT!" Ben became XLR8 again and grabbed Cerise just in time to dodge a blast of dragon fire. Liam and Psyphon arrived on the scene.

"Oh, come on! You're butting in now?!" XLR8 said, exasperated.

"That cute girl in the purple scared away our dragons!" said Liam. "But since we're here, we might as well take you down!"

"ATTACK!" roared Psyphon.

The dragons attacked, shooting fire. Wicca countered it with a blast of magic. "Cerise! Get Ben out of here!"

"On it!" Cerise ran quite fast and scooped up XLR8.

"Oh, no you don't!" Liam ordered his dragon to fire, but Wicca cast a water spell and shot out a huge stream of water, extinguishing the flames.

"Back off, Chicken nugget!" Wicca snapped. She cast another water spell and fired away.

Far away from the skirmish, outside of Undertown and back in Bellwood, Cerise dropped Ben on the cement pavement.

"Whoa! You moved as fast as..." XLR8 paused when he saw Cerise. "...me..."

Cerise had her hood down. But Ben was staring at her ears.

They weren't human ears. They were hairy and pointed, like they belonged to an animal. Ben remembers seeing a girl from Ever After High with the exact same ears. Ramona Badwolf, the daughter of the Big Bad Wolf, who teaches General Villainy at the school.

"C-Cerise..." Ben pointed to the ears. "your ears-"

"I know, I know, they're wolf ears." said Cerise. She sighed. "Look, this may sound crazy but...my mom, Little Red Hood, married the Big Bad Wolf."

"W-Wait, WHAT?!" Ben was absolutely stunned. "W-What do you mean 'married'?! You mean married as in together?! As in husband and wife?! But...WHY?!"

"No time to explain. Ben! You have to find Raven and stop the Evil Queen! The Evil Queen's magic is very powerful. Only someone from the queen's family has the magic power to match hers. If you and Raven join forces, you can beat her for sure!"

"But what about you guys?!" Ben replied. "I can't just leave you-"

"BEN!" Cerise's eyes flashed, she growled and bared her teeth. Ben actually got the chills! Who knew a cute girl like Cerise could be so scary?

"Stop worrying about us! We can take care of ourselves! You need to focus! Read the situation! These goons are just gonna get in our way and stop us from getting to the queen! Not gonna happen!"

"But I-"

"BEN! If you don't get a move on..." Cerise took a few steps back. "I'm gonna huff, and puff, AND BLOOOOW YA OUTTA HERE!" She inhaled a huge breath and blew out a strong gust of wind.

"AAAAAAAAAAAAH!" Ben wailed as the wind pushed him away from Cerise. Ben was blown two miles away from where he was until he tumbled into a light post.

"Ohhhh..." Ben staggered up and looked at his reflection in a building window. His hair was swept up like he was spun in a dryer. "I'm never talking back to her again."

Putting his faith in his friends, Ben became XLR8 one more time and went to find Raven.


	13. A Queen, A Knight, and a Pawn

**To celebrate Friday the 13th, here's the 13th chapter to my story! Enjoy! :)**

* * *

XLR8 zipped all over town looking for Raven to help her stop the Evil Queen. But he can't find them anywhere!

"Oh, man! Where could they be?!" XLR8 stopped and became Ben again. He looked around the deserted town, feeling anguish that he wasn't there to protect the people. His cousin, his grandpa, and all his friends were being held prisoner in the Evil Queen's palace...which used to be the Plumber Base, a place for protection and justice. And now it was a-

That's when it hit Ben. If he can't find Raven in the town...maybe...her mother got to her first!

"I gotta get to the base!" Ben once again became XLR8 and zipped straight toward the Evil Queen's palace.

As soon as he came in front of the building, he stopped dead in his tracks when he saw a statuesque woman standing in his path.

It was her. The Evil Queen.

Ben froze, astonished seeing the queen face to face. Her dark purple hair was swept in a crown-shaped updo with an intricate bird shaped headdress. She wore a flowing, purple mermaid gown that looked like it was made from darkness itself.

But the most shocking thing of all to Ben, was how she looked so much like Raven.

"So, you're the famous Ben Tennyson I've heard oh so much about." The Evil Queen's voice sent a chill down Ben's spine.

 _'What is this fear I'm feeling?!'_ Ben said in his head. There was something about this woman that made her different from Ben's villains. Ben felt an unbearably dark aura coming from this queen. She was more intimidating and fearful than Vilgax!

"BEEEEEN!"

Turning around, Ben felt relief when Wicca arrived with Cerise and Duchess on her broomstick.

"We came to help you!" Wicca said, landing on the ground.

Duchess was beyond angry. The coat she took from Raven was all ruined. Twigs and dirt polluted her hair, she was a piping hot mess. She snarled and pointed an angry finger at the Evil Queen. "You have got some nerve, Evil Queen!"

Cerise growled. "That's right! You are gonna go down hard!"

Wicca banged her broomstick on the ground. "This. Ends. Now!"

Ben was amazed by these girls. They weren't the least bit scared. And if they can be brave, then why not him? He glared right at the Evil Queen. "Where's Raven?!"

"And Apple too!" Duchess added. "You better not have done something bad to her! That's MY job!"

"Yeah! Without Apple, there'll be one less goody two shoes to play my pranks on!" Wicca said.

"What kind of logic is that?" Ben said under his breath.

The Evil Queen frowned. "Wicca, Duchess, I can tell you two embrace the power of evil. So why would you dare defy me? Wouldn't be better and a lot smarter if you joined me instead of these do-gooders?" She gestured to Ben and Cerise.

"Puh-lease." Wicca scoffed. "What do you take us for?"

"We want to write our own destinies to have better, more productive lives as villains." Duchess said. "And our plans for the future have nothing to do with you!"

"We maybe villains, but we're not the bad guys..." Wicca proudly stood tall with shoulders back and broomstick held tight. "We put the good in bad!"

Either they've been hanging around villains for too long or Ben and Cerise were actually...impressed by Wicca and Duchess' speech about their perspective on evil.

A pause.

The Evil Queen chuckled, then she broke out in her most diabolical laugh.

"Putting the good in bad? How amusing!" The queen said smug. "But it doesn't matter how brave you are, I hold all the cards. Which means I have more than enough aces up my sleeve." She snapped her fingers and something came hurdling down from the highest tower and landed behind the queen.

It was a knight who's face was concealed within his helmet. In his armored hand was a sword Ben recognized all too well.

"That's Ascalon!" Ben gasped.

The Evil Queen slightly raised a brow. "Oh? You know the sword he wields?"

"How could I not know?! That sword taps into the forces of the universe itself as the source of its power! It's a weapon of mass destruction! But how did you get your hands on it?!"

"Actually, it wasn't that hard." The Evil Queen answered, checking her purple manicured nails. "While you were gone, this fine gentleman informed me of the sword as well as that equally powerful device you have on your wrist." Her wicked eyes glanced at the Omnitrix. Ben put a defensive hand over the Omnitrix, fearing she might cast a spell with her eyes to take the watch.

"So, we came to agreement. He would me from Mirror Prison so I can take the sword give it to him. And in return, he will bring the Omnitrix to me and serve under me, letting me rule this world." She smiled. "That's a pretty good deal when you think about it."

Ben couldn't believe it. A woman with powerful dark magic AND a random stranger who possessed Ascalon?' A sword invented by Azmuth himself?!

"You will NOT get the Omnitrix!" Ben roared. "Not without a fight!"

"You tell 'er, Ben!" Cerise barked. "As long as we're still standing, we'll fight along with you!"

"Took the words right outta our mouths." Wicca said. Duchess nodded in agreement.

The Evil Queen closed her eyes, her smile reassuring. "It's time to keep up your end of the bargain." She said, looking back to the knight. "Dispose of these unwanted vermin. I am finally at the pinnacle of my glory, I won't let them ruin it for me."

The knight drew his sword. "Of course, my queen..."

Turning her attention to the four teens, the Evil Queen grinned in wicked anticipation to see their demise at the hands of her loyal servant.

The knight raised Ascalon and stabbed it...right into the back of the Evil Queen, all the way through her chest.

The queen's face became frozen with a look of shock. She wasn't the only one, Ben and his fairytale friends were equally shocked.

"I...can't move..." The Evil Queen was unable to move or cast any spells. The sword's power kept her in place.

"You are not the ruler of this world, Evil Queen. You think you've been manipulating me to get what you want." The knight shook his head. "But you're wrong, you're the one who's been being manipulated this whole time. Now that I have Ascalon, you're of no use to me. Your power however..."

The Evil Queen screamed as her body glowed, she felt herself being pulled into the sword, she extended her hand to at least try and cast a spell, but it was too late.

A blinding light engulfed the town. When it died down, the Evil Queen was gone.

"Where...where is she...?" Duchess stammered, her body trembling.

"She's gone." Ben replied. "He used that sword to destroy her and take her power. "Now he the power of Ascalon, Diagon, and the Evil Queen at his fingertips."

"Indeed, I do." said the knight. "So, now that I got what I wanted from that miserable hag, I'd like to have a talk with you, Ben."

"Talk with him?!" Wicca snapped. "You gotta be kidding! Ben! Don't listen to-"

Ben stuck his hand out to seize Wicca's rant. "Stop. Let's just hear him out. Then we'll make a decision."

"Such good manners, Ben." The knight stepped forward. "You see, I've been plotting this for a long time, waiting for the perfect opportunity."

"Well, spit it out already." Ben said, glowering.

"Ben, I know you have your father Carl and your Uncle Frank. But did your grandfather ever tell you about his third son?"

Ben nodded. "Yeah, unlike dad and Uncle Frank, their brother became a Plumber. But he died when I was just a baby during a mission so...I never got to meet him." He looked down in sadness.

"Well, I have good news." The knight's helmet melted off his head, revealing his face. He had high cheek bones and a pointed jaw. Short spiky brown hair and striking green eyes, eyes just like Ben's. "You get to see him after all."

Ben's face started to lose color. "A-Are you saying you're-?!"

"That's right. I'm your grandpa's third son Benedict." His eyes flashed. "Your uncle!"

"My...my...UNCLE?!" Ben almost fell over.

"That's right. The one everyone left for dead instead of LOOKING FOR ME!" Benedict roared.

"But they said you were killed by Sludge puppies!" Ben retorted.

"That's what they thought. But my Anodite powers saved me. Who knew I inherited some of Verdona's powers and they activated when I was on the brink of death?"

"You're an Anodite?! Just like grandma?!"

"Well, half Anodite, just like your cousin Gwen."

"But if you've been alive all this time, why didn't you come back to the family?!"

Benedict sniffed "Well, if you really want answer, I didn't return because I figured if people believed I was dead, I can spend my free time honing my skills to achieve my lifelong goal."

"What goal?"

"The reason why I became a Plumber in the first place. To rid Earth of its greatest enemy...aliens."

"WHAT?!" Ben shouted. "Aliens are NOT -

"Our enemies." Benedict cut off. "Are you sure about that? Have you ever experienced a time when someone you love have nearly lost their lives because your enemies were after that infernal Omnitrix?"

Ben looked at the ground with a knowing, regretful look. There were many times his family and friends have been targeted by his enemies, and Ben mostly blamed himself being the cause of their suffering.

"It seems you recall a time or two." Benedict continued. "Then you should understand that aliens are more trouble than they're worth. But with my god-like power, I can change all that. I will recreate this world and make it our own and you'll be relieved of all your burdens, Ben. I'm doing this because I care about the well being of this world. Aliens are creatures of conflict, with their unearthly abilities and sociopathic ways of thinking. There will never be such a thing as peace as long as aliens exist."

Benedict extended his free hand. "It's time to start a new chapter to Earth's history, Ben. Join me."

Ben looked at his presumed dead uncle. The girls turned to Ben, fearing what he might say. The boy appeared deep in thought, as if he was actually considering this offer. Everyone anticipated as the tension grew thick.

Ben opened his mouth to speak.


	14. Perfectly Imperfect Destiny

"Don't deny it, Ben. I will grant you the life you've always wanted." said Benedict.

Finally, Ben spoke. "Does the phrase, 'Go jump off a cliff' hold any meaning for ya?"

Ben's fairytale friends sighed in relief.

"Earth was gone just the way it was. Sure, it's not easy being a hero and dealing with aliens and getting guff for messing up, but I've got newsflash for you! Life ain't perfect and that's just fine with me. Before I found the Omnitrix, I was just a random loser that always dreamed of a bigger world out there, something special. And if it weren't for the Omnitrix and everything that transpired after finding it, I never would have discovered what made me special and I never would have found the most amazing people to have as my friends!"

Ben looked directly at Benedict, his feet firmly on the ground. "So, if you think I'm gonna sell myself out just so you can take away my perfectly imperfect life, you're sadly mistaken."

"Testify!" Wicca fist pumped the air.

"Perfectly imperfect!" Cerise said. She let out a bid, bad, bold howl.

"Guess you've been hung out to dry, loser." Duchess said to Benedict.

Duchess expected Benedict to get hot under his metallic collar and watch his ruffled feathers fly.

But the man didn't even flinch. Instead, he raised Ascalon and multiple objects floated in the air above Ben's head. Upon closer inspection, the objects were glass coffins. Inside them were Ben's friends and family!

His parents Carl and Sandra, his grandpa Max, partner Rook, cousin Gwen and best friend Kevin Levin. But it wasn't just them.

There was also Dana, Azmuth, Raven, Apple, Rachel and Sasha Jocklin as well as all of the Grant Mansion aliens. All of them were asleep in their own respective glass coffins. He tried to activate the Omnitrix, but it wasn't working.

Ben was shocked to his core. "No..."

"Yes, I've taken the liberty of gathering an array of hostages." Benedict pointed Ascalon and in a flash, Wicca, Duchess, and Cerise were trapped and out to sleep in glass coffins. They floated up onward the sky to join the others. "I've taken all your loved ones and deactivated your Omnitrix. All you had to do was join me and all of this could have been avoided."

Ben couldn't believe it. In a single move, he was defeated by one man.

"So, basically, you have no choice but to join me." Benedict's expression was cold without the sightest ounce of remorse. The ice in his stare penetrated the hope in Ben's heart. "Join me and let us change the world for the greater good. If not, they will all erase from existence." He raised the sword again and the coffins started to glow.

"STOP!" Ben got down on his knees, he felt his heart break. "Okay! You win...I'll join you."

A smile creeped upon Benedict's face. "I knew you'd come around." He offered his hand to Ben.

Ben wanted to scream and yell to the heavens. He didn't want to grab that hand. He wanted to punch that man so hard in the face his head would snap off.

But he had to join him...to keep everyone safe.

Just then, a hand appeared next to Benedict's hand and grabbed the sword right out of it.

"WHAT THE-?! WHERE'S ASCALON?!" Benedict roared, showing the first sign of emotion since he appeared.

Ascalon was gone.

Once the sword was gone, everything began to change! The dark clouds dissipated, bringing back the warm sunlight. The banners of the Evil Queen were gone. The Plumber base was yanked from the ground, changed back to its original design, and flew back into space where it belonged.

Everone was freed from their coffins and were wide awake, all on their feet.

"Huh?! Where are we?" Raven rubbed her head.

"What happened?!" Apple looked around.

A thud was heard and there was Benedict Tennyson, lying unconscious.

"Benedict!" Ben gasped.

"I don't believe it..." Max said with a trembling voice. "Benedict was alive...all this time?!"

"BEN!" Raven rushed to Ben and grabbed him by the shoulders. "Where's my mother?! Where is she?! And where's that knight that captured us?!"

Ben looked away. He knew he had a lot of explaining to do.

* * *

The Plumbers were freed from the Evil Queen's mind control. So they arrested Benedict, who was awakened, stripped of all his power, and now a normal human.

Carl, Ben's father and Benedict's older brother, confronted him. "Ben...how could you do this to your own family?! We thought you were dead all these years and you finally showed up to do all this?! How could you?!"

Benedict merely shrugged. "All I wanted was to create a better world, Carl. But your deluded son couldn't see that."

"Really?! _You're_ calling _me_ deluded?!" Ben snipped in utter disbelief.

Benedict Tennyson, with his ice cold eyes, took one last look at Ben. "You'll come to your senses soon enough...my dear nephew." Benedict said before the Plumbers took him away.

"I hope I never see that man again." Ben said. He felt disgusted knowing that he was actually related to that sociopath.

"You said it." said Wicca. "It's people like him who make us villains look like the good guys."

"Speaking of villains, how did you beat that guy, Ben?!" asked Cerise.

"That's the thing! I didn't do anything! Ascalon just disappeared from Benedict's hand! And the next thing I knew, everything went back to normal and everyone was okay!"

Apple looked around. "Not everyone! Where's Raven?!"

"RAVEN!" The girls screamed. Where was Raven?! Was she kidnapped when no one was looking?!

"Leave it to me!" Cerise used her powerful sense of smell to find Raven as Ben and the fairytale girls followed.

The search didn't take long though. They found Raven in a nearby clothing store, standing in front of a floor-length mirror. She stared at it and stared at it.

"Mom?!" Raven called into the glass. "MOOOOOM!"

Raven performed the spell that connects this mirror to the mirror prison, hoping to see her mother.

All Raven could see in the mirror was pitch blackness.

The Evil Queen was not there.

Raven dropped to her knees when the mirror returned to being a regular mirror. Apple put a hand on her friend's shoulder. "Raven, I'm sorry. But she really is gone."

"I know." Raven took Apple's hand and pulled herself up. "I just...can't believe it. My mother, the Evil Queen, the most powerful and cunning sorceress in the world...is gone..."

"Yeah, your mother may have been too evil for her own good, but she was a gifted woman." said Wicca. She gave Raven a hug. "But you still got us, Raven."

"We're always here for you." Cerise said. "We're practically a family together."

"Well, family is a bit of a stretch." said Duchess. "But I can relate...I mean, not having a mom and all...so...don't assume I don't understand how you feel, Raven."

"What do you mean?" Ben asked.

Duchess was silent.

"You see, Ben." Apple whispered in Ben's ear. "Duchess lost her mom when she very young. Her mother followed her story and became permanently stuck as a swan. So Duchess was raised by her grandmother."

"Whoa..." Ben breathed.

"I never thought about that." Raven said. She looked at Duchess, who's back was turned on Raven. "I had no idea, Duchess."

"Whatever after." Duchess tugged on the collar of Raven's coat of Infinite Darkness. "I suppose you want this back?"

Raven waved her hand, dismissing the coat. "Nah, you keep it."

Duchess perked up. She looked at Raven, surprised. "Really?"

"Yeah, looks better on you anyway." Raven said honestly. "It's a little too dark for me."

Wicca put an arm around Raven. "Well, if you're gonna give away that gorgeous jacket, that means we're gonna have to go out and get you an even better one! Soon as we get home, we're going shopping!"

Raven laughed. "Sounds good to me."

* * *

Everyone exited the store. As the girls walked off to talk about shopping, Ben smiled when he saw everything was returning back to normal. But there was just one thing that was bothering him...

"I just want to know what happened to that sword..." Ben said below his breath.

"It makes you wonder, doesn't it?" A voice purred in Ben's ear

Ben jumped. He spun around but no one was there. But he saw two distinct eyes flickering from within the darkness of an alley.

Acting on a definite hunch, he wandered down the alley. It wasn't until a pebble hit him atop the head and he looked up to see his hunch was right.

It was Kitty Cheshire, sitting on a rusty fire escape. As always, she smiled her famous Cheshire smile.

"So, you took the sword right out of Benedict's hand. Didn't you, Kitty?" Ben said with a knowing look.

Kitty shrugged. "I wasn't going to let you have all the fun, was I?" Kitty vanished and reappeared before Ben, leaning against a wall.

"And where's Ascalon now?" Ben said.

Kitty just smiled.

Ben frowned. "You're not gonna tell me, are you?"

"Nope."

"Fine..." Ben sighed, rubbing between his eyes. "Just make sure it's locked away somewhere nobody will ever think to look. That sword literally has the power to do anything! It can destroy planets and endanger all of existence!"

"Of course it does. I saw the whole thing myself." Kitty said, her smile replaced with a serious, no-nonsense expression. "Why do you think I took it in the first place? We don't need people like the Evil Queen and that Benedict guy running around with that kind of power. They'll ruin the market for us true creators of chaos." Kitty put a proud hand on her chest.

"And that's what worries me." Ben glared at Kitty. "How can I be sure you won't use Ascalon for your own twisted reasons? I mean, it's not that I don't trust you, but I don't."

Kitty looked surprised, then she looked rather offended. "So, you don't trust me?"

Ben felt bad, but his concern was overpowering the trust of his friend. "Kitty, I'm not trying to be mean. But I just don't think such power like Ascalon, Diagon, and the Evil Queen should be left in the hands of someone like-"

Kitty suddenly vanished, then reappeared with the sword in her hand.

"KITTY!" Ben screamed, panicking. "Don't do it! I'm sorry about what I said! I-"

Kitty willed the sword to do something. Ascalon glowed brighter and brighter until it vanished in little flicks of light.

"What...what did you do?"

"I made the sword disappear." Kitty simply answered. "You said it had the power to do anything, so I figure why not use its own power to destroy it?"

Ben's jaw dropped. Kitty giggled as she gently pushed his jaw up. "You...used Ascalon to destroy Ascalon?...I hadn't thought of that..."

"Just thinking like a Cheshire." Kitty winked. "So, now do you trust me?"

"After that brilliant stroke of genius on your part? Of course I do." Ben rubbed the back of his head. "I'm sorry, Kitty. I was getting paranoid."

"It's okay. I don't blame you. I've seen guys in Hero Training class and the pressure can really get to them. You just need to chill, enjoy things just the way they are. The Evil Queen didn't and look where it got her; completely erased from existence." Kitty emphasized by vanishing.

She reappeared behind Ben with her arms around his chest. "So, now that all the drama is over, how about we head to the Mad Hatter's Tea Shop? Or hang out in my favorite tree?"

Ben could hear Kitty purring. He tried not to blush too much and keep his composure. "Well, I just want to stay home and celebrate." He gently got out of Kitty's arms. "You're welcome to join me and the others I found you want."

"Hey, Ben! Where are you?" Raven arrived in the alley. "Kitty? What are you doing here?"

"Oh, just hanging out." Kitty said, shrugging.

"In an alley?"

"Just call me an alley cat." Kitty giggled. "So, I heard Ben's having a big celebration blow out. Am I right?"

"If by 'big celebration blow out', you mean a trip to Burger Shack, then yes." Ben said.

"YAY!" Dana appeared out of nowhere and hugged Ben and Kitty. "I'm starving!"

* * *

In the heart of Bellwood, where Burger Shack was, was a huge block party. All of the town's human and alien population were eating, dancing, and laughing together.

Ben and his friends sat together enjoying a plate of chili fries and milk shakes.

"So, you used Ascalon to destroy Ascalon?" Azmuth said before taking a sip of his chocolate and banana shake. "Wise move." He smiled.

"So, you're not mad the sword you made is no more?" asked a surprised Ben.

"Of course not. That sword was a mistake in the first place." Azmuth responded. "I have no qualms of it being gone forever."

"Anyway, it's good to have you back, Ben." said Gwen.

"True dat." said Kevin. "We knew you'd be back. Cause being a hero is in your blood, it's who you are whether you like it or not."

"I don't know about blood. I'm just doing what I want to do, follow my own destiny."

"And that destiny would be...?" asked Apple.

"Be a hero, go on cool adventures, make awesome friends, protect the universe from bullies. Pretty much, my destiny is what I've been doing almost my whole life." Ben raised his chocolate shake. "A toast to our OWN destinies!"

"CHEERS!" Everyone toasted their shakes.

Ben felt very proud. Not because he was back to being a respected hero, but he made remarkable friends who always had his back.

Who knows what amazing things await him in the future? What new friends he'll make?

Ben was excited. His own destiny was being written, and he had the best friends in the world who were glad to be a part of his perfectly imperfect story.

* * *

 **To all the readers, thank you so much for your kind reviews! I had such a blast writing this story! Special thanks to Redbat132 for letting me use her OC Dana! :)**


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